Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that, no such waiver and no such amendment, waiver, supplement, modification or release shall: (a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby, (b) amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender, (c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate, (d) change the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender, (e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender, (f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender; (g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender; (h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or (i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 4 contracts
Samples: Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicablein this Agreement, no term or provision of this Loan Agreement or any other Loan Document may be modified, changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such modification, change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such any proposed waiver, modification, change, amendment, waiver, supplementdischarge, modification termination, or release shallconsent which would:
(a1) postpone any extend the Warehousing Maturity Date, the scheduled date fixed by this Agreement for the payment of interest or any other Loan Document fees payable hereunder, or the date for any mandatory payment or mandatory prepayment of principal, interestshall require the consent of all Lenders,
(2) reduce the principal of, or rate of interest or fees or other amounts due to the Lenders (on, any Lender’s Warehousing Advances or any of them) hereunder or under any other Loan Document orLender’s Warehousing Commitment, unless shall require the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected therebyLender,
(b3) modify any Lender’s Commitment Percentage, shall require the consent of each affected Lender,
(4) result in a Warehousing Advance being made against Collateral which does not satisfy the applicable requirements of this Agreement, shall require the consent of all Lenders,
(5) modify the definition of “Required Lenders,” or of the number or percentage of Lenders that are required to take action under the Loan Documents, shall require the consent of all Lenders,
(6) release any Pledged Loan, Pledged Security, or other material item of Collateral, except as expressly contemplated by the Loan Documents or in connection with a sale of such Collateral permitted hereunder, shall require the consent of all Lenders,
(7) amend this Section 11.14(a), shall require the consent of all Lenders. It is expressly agreed and understood that (x) the failure by the Required Lenders to elect to accelerate amounts outstanding hereunder or to terminate the obligation of the Lenders to make Warehousing Advances hereunder shall not constitute an amendment or waiver of any term or provision of this Agreement, and (y) without the consent of the Credit Agent, no such action referred to above shall amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” Article or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant Loan Document which relates to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties obligations of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 3 contracts
Samples: Mortgage Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.), Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.), Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Majority Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(ai) postpone any date fixed by this Agreement has the effect of (w) extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (x) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (y) increasing or reducing the written consent of each Lender directly affected thereby,principal amount thereof, or (z) otherwise postponing or forgiving any indebtedness thereunder;
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents;
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without the written consent of each Lender,11.4(a);
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends, modifies or waives any provisions of the proviso at the end of this Section 13.4.1) any fees limitations set forth on Exhibit B or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” any term used therein or to waive used in any obligation of the Borrower to pay interest financial covenants set forth in Section 7.3 through 7.6, 7.21 or Letter of Credit Fees at the Default Rate,7.22;
(dv) change reduces the percentage specified in the definition of “Required Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,;
(evi) extend except as otherwise provided in the Agreement or increase arising by the Commitment assignment by a Lender of a portion of its Commitment, changes the amount of any Lender (Lender’s Commitment or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,Percentage, or
(fvii) release releases or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Section 11 or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 2 contracts
Samples: Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without the written consent of each Lender13.4,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends any of the proviso at the end of this Section 13.4.1Financial Covenants,
(v) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend amends the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateEligibility Criteria,
(dvi) change amends any payment distribution provisions hereunder;
(vii) modifies the percentage specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(eviii) extend or increase except as otherwise provided in this Loan Agreement, changes the Commitment amount of any Lender (Lender’s Commitment or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,Percentage, or
(fix) release releases or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Administrative Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAdministrative Agent.
Appears in 2 contracts
Samples: Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc)
Amendment, Waiver, Consent, Etc. (a) Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval only of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided thatLenders and, no in the case of an amendment to any Loan Document, the written consent of Borrower and each other applicable party to such waiver Loan Document.
(b) Notwithstanding the foregoing, the unanimous written approval of all the Lenders (other than a Delinquent Lender) and no such the consent of Borrower shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(1) has the effect of, with respect to any Warehousing Advance or Warehousing Note (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
amortization payment (b) amendreducing the rate or extending the time of payment of interest or fees thereon, modify (c) increasing or waive reducing the principal amount thereof, or (d) otherwise postponing or forgiving any provision indebtedness thereunder;
(2) extends the Borrowing Period or Warehousing Maturity Date;
(3) releases or discharges any material portion of the Collateral, other than in accordance with the express provisions of the Loan Documents;
(4) would result in requiring a Lender to make a Warehousing Advance against a Mortgage Loan which is not an Eligible Loan;
(5) amends, modifies or waives any provisions of this Section 13.4 without the written consent of each Lender,10.16;
(c6) reduce reduces the principal of, or the rate of interest percentage specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,Required Lenders;
(d7) change except as otherwise provided in this Agreement, changes the definition amount of “Required Lenders” any Lender’s Commitment or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,Commitment Percentage; or
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive 8) releases any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Administrative Agent, no amendment, waiver, discharge, termination, or consent shall amend, modify or waive any provision of this Section 10.16 or any other than Defaulting Lenders), except that (x) the Commitment provisions of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent Administrative Agent.
(c) In the case of such Lender and (y) any waiver, amendment the Borrower, the Administrative Agent and each Lender shall be restored to their former position and rights hereunder and under the outstanding Warehousing Notes, but no such waiver shall extend to any subsequent or modification requiring the consent other Default or Event of all Lenders Default, or each affected Lender that by its terms affects impair any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lenderright consequent thereon.
Appears in 2 contracts
Samples: Bridge Loan Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp), Bridge Loan Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that, no such waiver and no such amendment, waiver, supplement, modification or release shall:
(a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
(b) amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment Loans of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)basis, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ivii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment Loans of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Samples: Loan Agreement (Wheeler Real Estate Investment Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that, no such waiver and no such amendment, waiver, supplement, modification or release shall:
(a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
(b) release or discharge any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents except to the extent the release of such Collateral is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender,
(c) amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(cd) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iviii) of the second proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(de) change the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(ef) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(fg) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(ih) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iviii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Samples: Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc)
Amendment, Waiver, Consent, Etc. Except as otherwise expressly provided herein in this Agreement or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicableother Credit Document, no term or provision of this Loan Agreement or any other Loan Credit Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Credit Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of any Loan or Note, (b) reducing the rate or extending the time of payment of interest or fees thereon, (c) increasing or reducing the principal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder.
(ii) releases or discharges any material portion of any collateral other than in accordance with the express provisions of the Credit beyond Documents.
(iii) amends, modifies or waives any provisions of this paragraph.
(iv) amends any of the Letter financial covenants set forth in Section 7.3 of Credit Expiration Date without this Agreement.
(v) reduces the written consent percentage specified in the definition of each Lender directly affected therebyRequired Lenders,
(bvi) except as otherwise provided in this Agreement, changes the amount of any Lender’s Commitment or Commitment Percentage, or
(vii) releases or waives any guaranty of the Borrower Obligations or indemnifications provided in the Credit Documents; and provided, further, that without the consent of the Administrative Agent, no such action shall amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” 11 or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment provisions of any Lender (Credit Document which relates to the rights or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty obligations of the Obligations or indemnifications provided Administrative Agent. Notwithstanding the foregoing, in the Loan Documents except to event that the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Borrower or Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept requests any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendmentconsent, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent approval under this Agreement or any other Loan Credit Document; and (iv) the Fee Letter may be amended, or rights an amendment or privileges thereunder waivedmodification hereof or thereof, in a writing executed only by and one or more Lenders determine not to consent or agree to such consent, waiver, approval, amendment or modification, then the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender then acting as Administrative Agent hereunder shall have any the right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) purchase the Commitment of any Defaulting such non-consenting Lender(s) at a purchase price equal to the then outstanding amount of principal, interest and fees then owing to such Lender(s) by the Borrower hereunder, and such non-consenting Lender(s) shall immediately upon request, sell and assign its Commitment and all of its other right, title and interest in the Loans and other Borrower Obligations to the Lender may then acting as Administrative Agent pursuant to an Assignment and Assumption (provided that the selling Lender(s) shall not be increased or extended without the consent of such Lender and (y) responsible to pay any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lenderassignment fee in connection therewith).
Appears in 2 contracts
Samples: Term Loan Agreement (Hines Real Estate Investment Trust Inc), Credit Agreement (Hines Real Estate Investment Trust Inc)
Amendment, Waiver, Consent, Etc. Except as otherwise expressly provided herein in this Agreement or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicableother Credit Document, no term or provision of this Loan Agreement or any other Loan Credit Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Credit Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) releases or discharges any material portion of any collateral other than in accordance with the express provisions of the Credit Documents.
(iii) amends, modifies or waives any provisions of this paragraph.
(iv) amends any of the financial covenants set forth in Section 6.3 of this Agreement.
(v) reduces the percentage specified in the definition of Required Lenders,
(vi) except as otherwise provided in this Agreement, changes the amount of any Lender’s Commitment or Commitment Percentage, or
(vii) releases or waives any guaranty of the Borrower Obligations or indemnifications provided in the Credit Documents; and provided, further, that without the consent of the Administrative Agent, no such action shall amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” 11 or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment provisions of any Lender (Credit Document which relates to the rights or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty obligations of the Obligations or indemnifications provided Administrative Agent. Notwithstanding the foregoing, in the Loan Documents except to event that the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Borrower or Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept requests any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendmentconsent, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent approval under this Agreement or any other Loan Credit Document; and (iv) the Fee Letter may be amended, or rights an amendment or privileges thereunder waivedmodification hereof or thereof, in a writing executed only by and one or more Lenders determine not to consent or agree to such consent, waiver, approval, amendment or modification, then the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender then acting as Administrative Agent hereunder shall have any the right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) purchase the Commitment of any Defaulting such non-consenting Lender(s) at a purchase price equal to the then outstanding amount of principal, interest and fees then owing to such Lender(s) by the Borrower hereunder, and such non-consenting Lender(s) shall immediately upon request, sell and assign its Commitment and all of its other right, title and interest in the Loans and other Borrower Obligations to the Lender may then acting as Administrative Agent pursuant to an Assignment and Assumption (provided that the selling Lender(s) shall not be increased or extended without the consent of such Lender and (y) responsible to pay any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lenderassignment fee in connection therewith).
Appears in 1 contract
Samples: Term Loan Agreement (Hines Real Estate Investment Trust Inc)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no No term or provision of this Loan Agreement or any other Loan Credit Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Credit Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all of the Lenders (other than any Defaulting Lenders) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent principal amount thereof, (d) otherwise postponing or forgiving any indebtedness thereunder, or (e) extending the time of each Lender directly affected therebypayment of any fees,
(bii) releases or discharges any material option of the Collateral other than in accordance with the express provisions of the Credit Documents,
(iii) amends, modifies or waives any provisions of this paragraph,
(iv) amends any of the financial covenants set forth in Section 7.3 of this Agreement,
(v) reduces the percentage specified in the definition of Required Lenders,
(vi) except as otherwise provided in this Agreement, changes the amount of any Lender’s Commitment or Commitment Percentage,
(vii) releases or waives any guaranty of the Borrower’s Obligations or indemnifications provided in the Credit Documents, or
(viii) waives a monetary Default under the Credit Documents; and provided further that, without the consent of Administrative Agent, no such action shall amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” 11.19 or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant Credit Document which relates to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties obligations of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval only of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(1) has the effect of, with respect to any Warehousing Advance or Warehousing Note (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
amortization payment (b) amendreducing the rate or extending the time of payment of interest or fees thereon, modify (c) increasing or waive reducing the principal amount thereof, or (d) otherwise postponing or forgiving any provision indebtedness thereunder;
(2) extends the Borrowing Period or Warehousing Maturity Date;
(3) releases or discharges any material portion of the Collateral, other than in accordance with the express provisions of the Loan Documents;
(4) would result in requiring a Lender to make a Warehousing Advance against a Mortgage Loan which is not an Eligible Loan;
(5) amends, modifies or waives any provisions of this Section 13.4 without the written consent of each Lender,13.19(a);
(c6) reduce reduces the principal of, or the rate of interest percentage specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,Required Lenders;
(d7) except as otherwise provided in this Agreement, change the definition amount of “Required Lenders” any Lender’s Commitment or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,Commitment Percentage; or
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive 8) releases any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Administrative Agent, no amendment, waiver, discharge, termination, or consent shall amend, modify or waive any provision of this Section 12.19 or any other than Defaulting Lenders), except that (x) the Commitment provisions of any Defaulting Lender may not Loan Document which relates to the rights or obligations of the Administrative Agent. Any such waiver and any such amendment, supplement or modification shall be increased or extended without binding upon the consent Borrower, the Guarantor, the Administrative Agent and each Lender, and all future holders of such Lender and (y) the Warehousing Notes. In the case of any waiver, amendment the Borrower, the Administrative Agent and each Lender shall be restored to their former position and rights hereunder and under the outstanding Warehousing Notes, but no such waiver shall extend to any subsequent or modification requiring the consent other Unmatured Default or Event of all Lenders Default, or each affected Lender that by its terms affects impair any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lenderright consequent thereon.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without the written consent of each Lender13.4,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends, modifies or waives any of the proviso at Financial Covenants,
(v) reduces the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend percentage specified in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRequired Lenders,
(dvi) change except as otherwise provided in the definition Loan Agreement, changes the amount of “Required Lenders” any Lender's Commitment or any other provision hereof specifying the number Commitment Percentage or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without interest in the written consent of each LenderLoan,
(evii) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;Documents,
(gviii) require modifies any prepayment events (mandatory or accept any Collateral for optional) or the benefit application of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)proceeds from such events, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(iix) change modifies the provisions of Section 11.2 or Section 12.2 in a manner that would alter 13.2.4 as to the pro rata sharing disposition of payments required thereby without the written consent of each Lender; andLiquidation Proceeds, provided and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of any Collateral, modify or waive subordinates the Agent's lien thereon, other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modifies or waives any provision provisions of this Section 13.4 without the written consent of each Lender13.4,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends, modifies or waives any of the proviso at Financial Covenants,
(v) reduces the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend percentage specified in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRequired Lenders,
(dvi) change except as otherwise provided in the definition Loan Agreement, changes the amount of “Required Lenders” any Lender's Commitment or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each LenderCommitment Percentage,
(evii) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to Documents, or subordinates the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;Agent's interest therein,
(gviii) require modifies any prepayment events (mandatory or accept any Collateral for optional) or the benefit application of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;proceeds from such events,
(hix) require amends, modifies or accept one or more guarantees for waives in any material and adverse manner the benefit intended comprehensive cash management of the Lenders other than on a pro rata basisNMLP and T-Two and their respective Subsidiaries, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. (a) Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Borrower, the Administrative Agent and the Required Lenders; provided thatBanks. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Banks (other than a Defaulting Bank) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification or release shalltermination, consent which:
(i) with respect to any Loan, has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment, (b) reducing the rate or extending the time of Credit beyond payment of interest or fees thereon, (c) increasing or reducing the Letter of Credit Expiration Date without the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without the written consent of each Lender12.12 or Section 11.05, 12.01, 12.02, 12.04, 12.06 or 12.07(b),
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of reduces the proviso at percentage specified in the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent definition of the Required Lenders shall be necessary to amend the definition of “Default Rate” Banks or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” or any other provision hereof specifying otherwise changes the number or percentage of Lenders Banks or Commitments required to amend, waive take (or otherwise modify not to take) any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lenderaction hereunder,
(ev) extend except as otherwise provided in the Agreement, changes the amount of any Bank's Commitment or increase Percentage (it being understood that a waiver of any Event of Default or an Incipient Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such LenderBank),
(fvi) release releases or waive waives any Borrower from any of its Obligations hereunder or under the other Loan Documents or releases or waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except Documents, or
(vii) consent to the extent assignment or transfer by the release Borrower of any of its rights and obligations under this Agreement or the other Loan Documents; and provided, further, that without the consent of the Guarantor is permitted by Administrative Agent, no such action shall amend, modify or waive any provision of Section 11 or any other provision of any Loan Document as same relates to the rights or obligations of the Administrative Agent.
(b) With respect to any requested amendment, waiver, consent or other action which requires the approval of the Required Banks or all of the Banks, as the case may be, in accordance with the terms of this Agreement (in which case such release may be made by Agreement, or if the Administrative Agent acting alone) without is required hereunder to seek, or desires to seek, the written consent of each Lender;
(g) require or accept any Collateral for the benefit approval of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit Required Banks or all of the L/C Issuer and/or Banks, as the Swing Line Lender)case may be, without prior to undertaking a particular action or course of conduct, the Administrative Agent in each such case shall provide each Bank with written consent notice of each Lender;
(h) require or accept one or more guarantees any such request for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shallor any other requested or proposed action or course of conduct, unless accompanied by such detailed background information and explanations as may be reasonably necessary to determine whether to approve or disapprove such amendment, waiver, consent or other action or course of conduct. The Administrative Agent may (but shall not be required to) include in writing and signed by the L/C Issuer any such notice, printed in addition capital letters or boldface type, a legend substantially to the Lenders required above, affect following effect: "THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE. FAILURE TO RESPOND WITHIN FOURTEEN (14) CALENDAR DAYS FROM THE RECEIPT OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE ACTION REQUESTED BY THE BORROWER OR THE COURSE OF CONDUCT PROPOSED BY THE ADMINISTRATIVE AGENT AND RECITED ABOVE," and if the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed foregoing legend is included by the Administrative Agent in addition its communication, a Bank shall be deemed to the Lenders required above, affect the rights have approved or duties consented to such action or course of conduct for all purposes hereunder if such Bank fails to object to such action or course of conduct by written notice to the Administrative Agent under this Agreement or any other Loan Document; and within fourteen (iv14) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent calendar days of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent Bank's receipt of such Defaulting Lendernotice.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that, no such waiver and no such amendment, waiver, supplement, modification or release shall:
(a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
(b) amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)basis, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ivii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, (x) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche A Lenders, and not any of the Tranche B Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche A Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche A Lender, and (y) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche B Lenders, and not any of the Tranche A Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche B Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche B Lender.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Requisite Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(a) postpone any date fixed by this Agreement has the effect of (i) extending the Maturity Date, (ii) reducing the rate or extending the time of payment of interest or fees hereunder, (iii) increasing or reducing the principal amount of the Loan or any other Loan Document for any payment Note, or mandatory prepayment of principal, interest, fees (iv) otherwise postponing or other amounts due to the Lenders (or forgiving any of them) hereunder or under any other Loan Document orthe Obligations (except that the Agent may, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(iiits discretion, waive Default Rate interest and Late Charges), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,;
(b) amend, modify releases or waive discharges any provision material portion of this Section 13.4 without the written consent Collateral other than in accordance with the express provisions of each Lender,the Loan Documents;
(c) reduce the principal ofamends, modifies or the rate of interest specified herein on, waives any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end provisions of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,11.4.1;
(d) change amends, modifies or waives any provisions of Section 2.1.3 and the limitations set forth on Exhibit D or the definition of “Required Lenders” any term used therein or used in any other provision hereof specifying of the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,financial covenants set forth in Section 7.25;
(e) extend or increase reduces the Commitment percentage specified in the definition of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,Requisite Lenders;
(f) release except as otherwise provided in the Agreement or waive arising by the assignment by a lender of a portion of its Commitment, changes the amount of any Lender’s Commitment or Commitment Percentage, or
(g) releases or waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Centerline Holding Co)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no No term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be recruited with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents.
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without paragraph.
(iv) reduces the written consent percentage specified in the definition of each LenderRequired Lenders,
(cv) reduce except as otherwise provided in this Agreement, change the principal ofamount of any Lender's Commitment or Commitment Percentage, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,or
(dvi) change the definition of “Required Lenders” releases or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Administrative Agent, no such action shall amend, modify or waive any provision of this Article 15.19 or any other than Defaulting Lenders), except that (x) the Commitment provisions of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAdministrative Agent.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without the written consent of each Lender13.4,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends any of the proviso at Financial Covenants,
(v) reduces the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend percentage specified in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRequired Lenders,
(dvi) change except as otherwise provided in the definition Loan Agreement, changes the amount of “Required Lenders” any Lender's Commitment or any other provision hereof specifying the number or percentage of Lenders required to amendCommitment Percentage, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,or
(evii) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Administrative Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAdministrative Agent.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that, no such waiver and no such amendment, waiver, supplement, modification or release shall:
(a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
(b) amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section Article 11) without the written consent of such Lender,
(f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)basis, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ivii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Requisite Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amend, modify releases or waive discharges any provision material portion of this Section 13.4 without the written consent Collateral other than in accordance with the express provisions of each Lenderthe Loan Documents,
(ciii) reduce the principal ofamends, modifies or the rate waives any provisions of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause this paragraph 10.4.1,
(iv) amends, modifies or waives any provisions of the proviso at the end of this Section 13.4.1) any fees 2.1.2 or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” any term used therein or to waive used in any obligation of the Borrower to pay interest financial covenants set forth in Section 7.24 or Letter in the PWF Covenants;
(v) reduces the percentage specified in the definition of Credit Fees at the Default RateRequisite Lenders,
(dvi) change except as otherwise provided in the definition Loan Agreement, changes the amount of “Required Lenders” any Lender's Commitment or any other provision hereof specifying the number or percentage of Lenders required to amendCommitment Percentage, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,or
(evii) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Samples: Acquisition Loan Agreement (Charter Municipal Mortgage Acceptance Co)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicableAgent or other specified party or parties, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Requisite Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principalextending the Maturity Date, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
(b) amendreducing the rate or extending the time of payment of interest or fees hereunder, modify (c) increasing or reducing the principal amount of the Loan or any Note, or (d) otherwise postponing or forgiving any of the Obligations (except that the Agent may, in its sole discretion, waive Default Rate interest and Late Charges);
(ii) releases or discharges any provision material portion of the Collateral other than in accordance with the express provisions of the Loan Documents or in connection with a sale of such Collateral permitted hereunder;
(iii) amends, modifies or waives any provisions of this Section 13.4 without the written consent of each Lender,11.4.1;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends, modifies or waives any provisions of Section 2.1.3 and the proviso at the end of this Section 13.4.1) any fees limitations set forth on Exhibit D or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” any term used therein or to waive used in any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,financial covenants set forth in Section 7.25;
(dv) change reduces the percentage specified in the definition of “Required Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,;
(evi) extend except as otherwise provided in the Agreement or increase arising by the Commitment assignment by a lender of a portion of its Commitment, changes the amount of any Lender (Lender’s Commitment or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,Percentage, or
(fvii) release releases or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Samples: Mortgage Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Requisite Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amend, modify releases or waive discharges any provision material portion of this Section 13.4 without the written consent Collateral other than in accordance with the express provisions of each Lenderthe Loan Documents,
(ciii) reduce the principal ofamends, modifies or the rate waives any provisions of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause this paragraph 11.4.1,
(iv) amends, modifies or waives any provisions of Section 2.1.3 and the proviso at the end of this Section 13.4.1) any fees limitations set forth on Exhibit E or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” any term used therein or to waive used in any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Ratefinancial covenants set forth in Section 7.26,
(dv) change reduces the percentage specified in the definition of “Required Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(evi) extend or increase except as otherwise provided in the Commitment Loan Agreement, changes the amount of any Lender (Lender's Commitment or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,Percentage, or
(fvii) release releases or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Samples: Mortgage Warehousing Credit and Security Agreement (Charter Municipal Mortgage Acceptance Co)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note or reducing the Letter amount of Credit Expiration Date without any such amortization payment, (b) reducing the written consent rate or extending the time of each Lender directly affected therebypayment of interest or fees thereon, (c) increasing or reducing the principal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of any Collateral, modify or waive subordinates the Administrative Agent’s lien thereon, other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modifies or waives any provision provisions of this Section 13.4 without the written consent of each Lender13.4,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends, modifies or waives any of the proviso at Financial Covenants,
(v) reduces the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend percentage specified in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRequired Lenders,
(dvi) change except as otherwise provided in the definition Loan Agreement, changes the amount of “Required Lenders” any Lender’s Commitment or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each LenderCommitment Percentage,
(evii) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by Documents, or subordinates the Administrative Agent acting aloneAgent’s interest therein,
(viii) without modifies any prepayment events (mandatory or optional) or the written consent application of each Lenderproceeds from such events,
(ix) permits any Borrower to assign or delegate any of its rights or obligations under the Loan Documents;
(gx) require or accept any Collateral for the benefit permits a LIBOR Rate Interest Period with a duration in excess of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lendersix months;
(hxi) require amends, modifies or accept one or more guarantees for waives in any material and adverse manner the benefit intended comprehensive cash management of the Lenders other than on a pro rata basisNMLP and T-Two and their respective Subsidiaries, without the written consent of each Lender; or
(ixii) change modifies the provisions of Section 11.2 or Section 12.2 in a manner that would alter 13.2.4 as to the pro rata sharing disposition of payments required thereby without the written consent of each Lender; andLiquidation Proceeds, provided and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Administrative Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAdministrative Agent.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Credit Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Facility Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Facility Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which would:
(a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond Maturity Date, shall require the Letter of Credit Expiration Date without the written consent of each Lender directly affected therebyall Lenders,
(b) reduce the principal of, or rate of interest or fees on, any Lender’s Advances or any Lender’s Warehousing Commitment, shall require the consent of each affected Lender,
(c) modify any Lender’s Warehousing Commitment Percentage, shall require the consent of each affected Lender,
(d) result in an Advance being made against Collateral which does not satisfy the applicable requirements of this Agreement, shall require the consent of all Lenders,
(e) modify the definition of “Required Lenders,” or of the number or percentage of Lenders that are required to take action under the Facility Documents, shall require the consent of all Lenders,
(f) release any material portion of the Collateral, except as expressly contemplated by the Facility Documents or in connection with a sale of such Collateral permitted hereunder, shall require the consent of all Lenders,
(g) amend this 8.14(i), shall require the consent of all Lenders. It is expressly agreed and understood that (x) the failure by the Required Lenders to elect to accelerate amounts outstanding hereunder or to terminate the obligation of the Lenders to make Advances hereunder shall not constitute an amendment or waiver of any term or provision of this Agreement, and (y) that without the consent of the Credit Agent, no such action referred to above shall amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” Article or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant Facility Document which relates to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties obligations of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Samples: Mortgage Warehousing and Security Agreement (Ares Commercial Real Estate Corp)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Majority Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amend, modify releases or waive discharges any provision material portion of this Section 13.4 without the written consent Collateral other than in accordance with the express provisions of each Lenderthe Loan Documents,
(ciii) reduce the principal ofamends, modifies or the rate waives any provisions of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause this paragraph,
(iv) amends any of the proviso at the end financial covenants set forth in Sections 9.18 and 9.19 of this Section 13.4.1Agreement,
(v) any fees or other amounts payable hereunder or under any other Loan Document without reduces the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend percentage specified in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateMajority Lenders,
(dvi) except as otherwise provided in this Agreement, change the definition amount of “Required Lenders” any Lender’s Commitment or any other provision hereof specifying the number or percentage of Lenders required to amendCommitment Percentage, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,or
(evii) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Article 15.19 or any other than Defaulting Lenders), except that (x) the Commitment provisions of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that, no such waiver and no such amendment, waiver, supplement, modification or release shall:
(a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
(b) release or discharge any portion of the Collateral other than in accordance with the express provisions of the Loan Documents except to the extent the release of such Collateral is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender,
(c) amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(cd) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iviii) of the second proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(de) change the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(ef) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(fg) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(ih) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iviii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Requisite Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principalextending the Maturity Date, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
(b) amendreducing the rate or extending the time of payment of interest or fees hereunder, modify (c) increasing or reducing the principal amount of the Loan or any Note, or (d) otherwise postponing or forgiving any of the Obligations (except that the Agent may, in its discretion, waive Default Rate interest and Late Charges);
(ii) releases or discharges any provision material portion of the Collateral other than in accordance with the express provisions of the Loan Documents;
(iii) amends, modifies or waives any provisions of this Section 13.4 without the written consent of each Lender,11.4.1;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends, modifies or waives any provisions of Section 2.1.3 and the proviso at the end of this Section 13.4.1) any fees limitations set forth on Exhibit D or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” any term used therein or to waive used in any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,financial covenants set forth in Section 7.25;
(dv) change reduces the percentage specified in the definition of “Required Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,;
(evi) extend except as otherwise provided in the Agreement or increase arising by the Commitment assignment by a lender of a portion of its Commitment, changes the amount of any Lender (Lender’s Commitment or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,Percentage, or
(fvii) release releases or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Centerline Holding Co)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided thatprovided, no such waiver and no such however, that notwithstanding the foregoing, the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(a) postpone postpones any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected therebythereby (with the exception of the extension of the Initial Maturity Date contemplated in Section 2.2.1, which can be granted solely by the Administrative Agent if the conditions of Section 2.2.1 have been fulfilled),
(b) amend, modify releases or waive discharges any provision material portion of the Collateral other than in accordance with the express provisions of the Loan Documents except to the extent the release of such Collateral is permitted by this Section 13.4 without Agreement (in which case such release may be made by the written consent of each LenderAdministrative Agent acting alone),
(c) reduce amends, modifies or waives any provisions of this Section 13.4,
(d) reduces the principal of, or the rate of interest specified herein on, any Revolving Loan Advance, Swing Line Advance or L/C Borrowing, or (subject to clause (iv) of the second proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “"Default Rate” " or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(de) change changes the definition of “"Required Lenders” " or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(ef) extend or increase increases the Commitment of any Lender (or reinstate reinstates any Commitment terminated pursuant to Section Article 11) without the written consent of such Lender,
(fg) release releases or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;; or
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change changes Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement or any other Loan Document and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) the Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Mid America Apartment Communities Inc)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without the written consent of each Lender13.4,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends any of the proviso at the end of this Section 13.4.1Financial Covenants,
(v) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend amends the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateEligibility Criteria,
(dvi) change amends any payment distribution provisions hereunder;
(vii) modifies the percentage specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(eviii) extend or increase except as otherwise provided in this Loan Agreement, changes the Commitment amount of any Lender (Lender’s Commitment or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,Percentage, or
(fix) release releases or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Administrative Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAdministrative Agent.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that, no such waiver and no such amendment, waiver, supplement, modification or release shall:
(a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
(b) amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)basis, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ivii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, (w) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche A Lenders, and not any of the Tranche B Lenders, Tranche C Lenders or Tranche D Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche A Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche A Lender, (x) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche B Lenders, and not any of the Tranche A Lenders, Tranche C Lenders or Tranche D Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche B Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche B Lender, (y) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche C Lenders, and not any of the Tranche A Lenders, Tranche B Lenders or Tranche D Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche C Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche C Lender, and (z) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche D Lenders, and not any of the Tranche A Lenders, Tranche B Lenders or Tranche C Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche D Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche D Lender.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval only of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(1) has the effect of, with respect to any Warehousing Advance or Warehousing Note (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
amortization payment (b) amendreducing the rate or extending the time of payment of interest or fees thereon, modify (c) increasing or waive reducing the principal amount thereof, or (d) otherwise postponing or forgiving any provision indebtedness thereunder;
(2) extends the Borrowing Period or Warehousing Maturity Date;
(3) releases or discharges any material portion of the Collateral, other than in accordance with the express provisions of the Loan Documents;
(4) would result in requiring a Lender to make a Warehousing Advance against a Mortgage Loan which is not an Eligible Loan;
(5) amends, modifies or waives any provisions of this Section 13.4 without the written consent of each Lender,13.19(a);
(c6) reduce reduces the principal of, or the rate of interest percentage specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,Required Lenders;
(d7) except as otherwise provided in this Agreement, change the definition amount of “Required Lenders” any Lender’s Commitment or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,Commitment Percentage; or
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive 8) releases any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Administrative Agent, no amendment, waiver, discharge, termination, or consent shall amend, modify or waive any provision of this Article 12.19 or any other than Defaulting Lenders), except that (x) the Commitment provisions of any Defaulting Lender may not Loan Document which relates to the rights or obligations of the Administrative Agent. Any such waiver and any such amendment, supplement or modification shall be increased or extended without binding upon the consent Borrower, the Guarantor the Administrative Agent and each Lender, and all future holders of such Lender and (y) the Warehousing Notes. In the case of any waiver, amendment the Borrower, the Administrative Agent and each Lender shall be restored to their former position and rights hereunder and under the outstanding Warehousing Notes, but no such waiver shall extend to any subsequent or modification requiring the consent other Unmatured Default or Event of all Lenders Default, or each affected Lender that by its terms affects impair any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lenderright consequent thereon.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Walker & Dunlop, Inc.)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that, no such waiver and no such amendment, waiver, supplement, modification or release shall:
(a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter of Credit beyond the Letter of Credit Expiration Date without the written consent of each Lender directly affected thereby,
(b) amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C BorrowingLoan, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)basis, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (ivii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything to the contrary contained herein, (v) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche A Lenders, and not any of the Tranche B Lenders, Tranche C Lenders, Tranche D Lenders or Tranche E Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche A Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche A Lender, (w) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche B Lenders, and not any of the Tranche A Lenders, Tranche C Lenders, Tranche D Lenders or Tranche E Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche B Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche B Lender, (x) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche C Lenders, and not any of the Tranche A Lenders, Tranche B Lenders, Tranche D Lenders or Tranche E Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche C Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche C Lender, (y) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche D Lenders, and not any of the Tranche A Lenders, Tranche B Lenders, Tranche C Lenders or Tranche E Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche D Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche D Lender and (z) any term of this Agreement or of any other Loan Document relating solely to the rights and obligations of the Tranche E Lenders, and not any of the Tranche A Lenders, Tranche B Lenders, Tranche C Lenders or Tranche D Lenders, may be amended, and the performance or observance by Borrower or any other Loan Party of any such term may be waived with, and only with, the written consent of the Tranche E Required Lenders, provided that to the extent such terms relate to those items set forth in Section 13.4.1(a) through (i) that require the consent of each Lender, such amendment or waiver shall require the consent of each Tranche E Lender.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without the written consent of each Lender13.4,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends, modifies or waives any of the proviso at Financial Covenants,
(v) reduces the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend percentage specified in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRequired Lenders,
(dvi) change except as otherwise provided in the definition Loan Agreement, changes the amount of “Required Lenders” any Lender's Commitment or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each LenderCommitment Percentage,
(evii) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;Documents,
(gviii) require modifies any prepayment events (mandatory or accept any Collateral for optional) or the benefit application of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)proceeds from such events, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(iix) change modifies the provisions of Section 11.2 or Section 12.2 in a manner that would alter 13.2.4 as to the pro rata sharing disposition of payments required thereby without the written consent of each Lender; andLiquidation Proceeds, provided and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Samples: Loan Agreement (Newkirk Master Lp)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all Lenders (other than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amend, modify releases or waive discharges any provision material portion of this Section 13.4 without the written consent Collateral other than in accordance with the express provisions of each Lenderthe Loan Documents,
(ciii) reduce the principal ofamends, modifies or the rate waives any provisions of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause this 23.4(a),
(iv) of reduces the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend percentage specified in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRequired Lenders,
(dv) change except as otherwise provided in the definition Loan Agreement, changes the amount of “Required Lenders” any Lender’s Commitment or any other provision hereof specifying the number or percentage of Lenders required to amendCommitment Percentage, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,or
(evi) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each LenderDocuments;
(gvii) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of Agent, no such Lender and (y) action shall amend, modify or waive any waiver, amendment provision of this Article or modification requiring any other provision of any Loan Document which relates to the consent rights or obligations of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Samples: Construction Loan Agreement (CNL Growth Properties, Inc.)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other
than a Defaulting Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without the written consent of each Lender13.4,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) amends any of the proviso at Financial Covenants,
(v) modifies the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend percentage specified in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRequired Lenders,
(dvi) change the definition of “Required Lenders” or approves any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each LenderIndividual Property as a Borrowing Base Property,
(evii) extend or increase except as otherwise provided in this Loan Agreement, changes the Commitment amount of any Lender (Lender's Commitment or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,Percentage, or
(fviii) release releases or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Documents; and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Administrative Agent, no such action shall amend, modify or waive any provision of this Article or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAdministrative Agent.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no No term or provision of this Loan Agreement or any other Loan Credit Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Credit Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided that. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all of the Lenders (other than any Defaulting Lenders) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent principal amount thereof, (d) otherwise postponing or forgiving any indebtedness thereunder, or (e) extending the time of each Lender directly affected therebypayment of any fees,
(bii) releases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Credit Documents,
(iii) amends, modifies or waives any provisions of this paragraph,
(iv) amends any of the financial covenants set forth in Section 7.3 of this Agreement,
(v) reduces the percentage specified in the definition of Required Lenders,
(vi) except as otherwise provided in this Agreement, changes the amount of any Lender’s Commitment or Commitment Percentage,
(vii) releases or waives any guaranty of the Borrower’s Obligations or indemnifications provided in the Credit Documents, or
(viii) waives a monetary Default under the Credit Documents; and provided further that, without the consent of Administrative Agent, no such action shall amend, modify or waive any provision of this Section 13.4 without the written consent of each Lender,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate,
(d) change the definition of “Required Lenders” 11.19 or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,
(e) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant Credit Document which relates to Section 11) without the written consent of such Lender,
(f) release or waive any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender), without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties obligations of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders Agent and/or the Lenders, as applicableIssuing Bank, no term or provision of this Loan Agreement or any other Loan Credit Document may be changed, waived, discharged or terminated, nor may any consent required or permitted by this Loan Agreement or any other Loan Credit Document be given, unless such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided thatRequisite Participants. The agreement of the Account Party shall not be necessary for any amendment or modification of the agreements herein among the Agent, no such waiver the Issuing Banks and no such the Participants which does not adversely affect the Account Party. Notwithstanding the foregoing, the unanimous written approval of the Issuing Bank and of all the Participants (other than a Delinquent Participant) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(ai) postpone any has the effect of (v) extending the final date fixed as of which additional Eligible Lease-Up Bonds may be added to (including by this Agreement substitution) the Letter of Credit Facility, or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts the due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any principal payment of any Unpaid Drawing, (w) extending the expiry of the Letter of Credit beyond the Letter applicable Expiration Date, (x) reducing the rate or extending the time of Credit Expiration Date without payment of interest or fees, (y) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (z) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amend, modify releases or waive discharges any provision material portion of this Section 13.4 without any Collateral other than in accordance with the written consent express provisions of each Lenderthe Credit Documents,
(ciii) reduce the principal ofamends, modifies or the rate waives any provisions of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause this paragraph 13.4(a),
(iv) amends, modifies or waives any provisions of the proviso at the end of this Section 13.4.1) any fees 2.1 or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation Maximum Credit Amount;
(v) reduces the percentage specified in the definition of the Borrower to pay interest or Letter of Credit Fees at the Default RateRequisite Participants,
(dvi) change except as otherwise provided in the definition Agreement (including due to the admission of “Required Lenders” any one or more additional Participants), changes the amount of any other provision hereof specifying the number Participant's Commitment or percentage of Lenders required to amendCommitment Percentage, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,or
(evii) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)Credit Documents; and provided, further, that, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders Agent or the Issuing Bank, as applicable, no such action shall amend, modify or waive any provision of this Article 13 or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Credit Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiverAgent or the Issuing Bank, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lenderas applicable.
Appears in 1 contract
Samples: Reimbursement Agreement (Charter Municipal Mortgage Acceptance Co)
Amendment, Waiver, Consent, Etc. Except as otherwise provided herein or as to any term or provision hereof which specifically provides for the consent or approval of the Administrative Agent, the Required Lenders and/or the Lenders, as applicable, no No term or provision of this Loan Agreement or any other Loan Document may be changed, waived, discharged or terminated, nor may any consent required to any material change, waiver, discharge, termination of any term or permitted by provision of this Loan Agreement or any other Loan Document be given, unless (a) such term or provision provides only for the consent or approval of the Agent, (b) such change, waiver, discharge, termination or consent receives the written approval of the Required Lenders; provided thatLenders or (c) it is otherwise permitted pursuant to the terms hereof. Notwithstanding the foregoing, no such waiver and no such the unanimous written approval of all the Lenders (other than a Delinquent Lender) shall be required with respect to any proposed amendment, waiver, supplementdischarge, modification termination, or release shallconsent which:
(i) has the effect of (a) postpone any date fixed by this Agreement extending the final scheduled maturity or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or, unless the Borrower is in compliance with clause (B) of Section 2.7.1(b)(ii), extend the stated expiration date of any Letter amortization payment of Credit beyond any Loan or Note, (b) reducing the Letter rate or extending the time of Credit Expiration Date without payment of interest or fees thereon, (c) increasing or reducing the written consent of each Lender directly affected therebyprincipal amount thereof, or (d) otherwise postponing or forgiving any indebtedness thereunder,
(bii) amendreleases or discharges any material portion of the Collateral other than in accordance with the express provisions of the Loan Documents,
(iii) amends, modify modifies or waive waives any provision provisions of this Section 13.4 without the written consent of each Lender16.4,
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of reduces the proviso at the end of this Section 13.4.1) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend percentage specified in the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default RateRequired Lenders,
(dv) change except as otherwise provided in the definition Agreement, changes the amount of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amendLender’s Commitment, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender,or
(evi) extend releases or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11) without the written consent of such Lender,
(f) release or waive waives any guaranty of the Obligations or indemnifications provided in the Loan Documents except to the extent the release of the Guarantor is permitted by this Agreement (in which case such release may be made by the Administrative Agent acting alone) without the written consent of each Lender;
(g) require or accept any Collateral for the benefit of the Lenders other than on a pro rata basis (except as specifically provided herein with respect to Cash Collateral delivered for the benefit of the L/C Issuer and/or the Swing Line Lender)and provided, without the written consent of each Lender;
(h) require or accept one or more guarantees for the benefit of the Lenders other than on a pro rata basis, without the written consent of each Lender; or
(i) change Section 11.2 or Section 12.2 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement relating to any Swing Line Loans held by it; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with without the consent of the applicable Lenders Agent, no such action shall amend, modify or waive any provision of this Article 16 or any other than Defaulting Lenders), except that (x) the Commitment provision of any Defaulting Lender may not be increased Loan Document which relates to the rights or extended without obligations of the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting LenderAgent.
Appears in 1 contract
Samples: Revolving Credit Agreement (TNP Strategic Retail Trust, Inc.)
