Consent and Approvals. 11.10.1 Each of the following shall require the approval or consent of Requisite Lenders: (a) Approval of notes receivable pursuant to definition of Adjusted Asset Value (SECTION 1.1); (b) Consent to Indebtedness (SECTION 8.10); (c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12); (d) Acceleration following an Event of Default (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3); (e) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1); (f) Appointment of a successor Agent (SECTION 11.9); (g) Except as referred to in SECTION 11.10.2 or 11.11.1, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4). 11.10.2 Each amendment, modification or waiver specifically enumerated in SECTION 12.4.1 shall require the consent of all Lenders. 11.10.3 In addition to the required consents or approvals referred to in SECTION 11.10.1, Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION 11.10.3. 11.10.4 Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 3 contracts
Samples: Term Loan Agreement (Chelsea Gca Realty Partnership Lp), Credit Agreement (Chelsea Gca Realty Inc), Term Loan Agreement (Chelsea Gca Realty Inc)
Consent and Approvals. 11.10.1 Each of the following shall require the approval or consent of Requisite Lenders:
(a) Approval of notes receivable pursuant Consent to definition of Adjusted Asset Value Fundamental Changes (SECTION 1.1Section 8.1);
(b) Consent to Indebtedness that is otherwise prohibited (SECTION 8.10Section 8.6);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12Section 8.8);
(d) Acceleration following an Event of Default (SECTION Section 10.2.1) or rescission of such acceleration (SECTION Section 10.3);
(e) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION Section 10.2.1);
(f) Appointment of a successor Agent (SECTION Section 11.9);
(g) Except as referred to in SECTION Section 11.10.2 or 11.11.1, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION Section 12.4).
11.10.2 Each amendment, modification or waiver specifically enumerated in SECTION Section 12.4.1 shall require the consent of all Lenders.
11.10.3 In addition to the required consents or approvals referred to in SECTION Section 11.10.1, Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION Section 11.10.3.
11.10.4 Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' ’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may include Agent's ’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY “Lender Reply Period"”). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 2 contracts
Samples: Credit Agreement (Chelsea Property Group Inc), Credit Agreement (CPG Partners Lp)
Consent and Approvals. 11.10.1 Each of the following shall require the approval or consent of Requisite Lenders:
(a) Approval of notes receivable pursuant to definition of Adjusted Asset Value (SECTION 1.1);
(b) Consent to Indebtedness (SECTION 8.10);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12);
(d) Acceleration following an Event of Default (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3);
(e) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1);
(f) Appointment of a successor Agent (SECTION 11.9);
(g) Except as referred to in SECTION 11.10.2 or 11.11.1, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4).
11.10.2 Each amendment, modification or waiver specifically enumerated in SECTION 12.4.1 shall require the consent of all Lenders.
11.10.3 In addition to the required consents or approvals referred to in SECTION 11.10.1, Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION 11.10.3.
11.10.4 Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY PeriodPERIOD"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Consent and Approvals. 11.10.1 (a) Each of the following consent, approval, amendment, modification or waiver specifically enumerated in this Section 11.12(a) shall require the approval or consent of Requisite Lendersthe Required Banks:
(ai) Approval of notes receivable pursuant to definition any material amendment of Adjusted Asset Value organizational and other documents (SECTION 1.1Section 8.1(f);
(b) Consent to Indebtedness (SECTION 8.10);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12);
(dii) Acceleration following an Event of Default (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3Section 10.2(a));
(eiii) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1Section 10.2(a));
(fiv) Appointment of a successor Administrative Agent (SECTION 11.9Section 11.8);
(gv) Approval of a change in the method of calculation of any financial covenants, standards or terms as a result a change in accounting principles (Section 13.9); and
(vi) Except as referred to in SECTION 11.10.2 or 11.11.1subsection (b) below, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4Section 13.5).
11.10.2 (b) Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 13.5 as requiring the consent of all Banks shall require the consent of all LendersBanks.
11.10.3 (c) In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, the Administrative Agent may at any time request instructions from Requisite Lenders the Required Banks with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, the Administrative Agent is permitted or required to take or to grant without instructions from any LendersBanks, and if such instructions are promptly requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lendersthe Required Banks. Without limiting the foregoing, no Lender Bank shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders the Required Banks or, where applicable, all LendersBanks. The Administrative Agent shall promptly notify each Lender Bank at any time that the Requisite Lenders Required Banks have instructed the Administrative Agent to act or refrain from acting pursuant hereto. If the Required Banks fail to this SECTION 11.10.3.
11.10.4 Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with provide such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and instructions to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Administrative Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Domestic Business Days (of any request for instructions delivered by the "LENDER REPLY Period"). Unless a Lender shall give written notice Administrative Agent to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.the
Appears in 1 contract
Samples: Loan Agreement (Uni Invest Usa LTD)
Consent and Approvals. 11.10.1 Each (a) In addition to any other term or provision of this Agreement which requires the following consent or approval of, or other action by, Requisite Lenders, each consent, approval, amendment, modification or waiver specifically enumerated in this SECTION 10.10(a) shall require the approval or consent of Requisite Lenders:
(ai) Approval of notes receivable pursuant to definition any material amendment of Adjusted Asset Value organizational documents (SECTION 1.17.2);
(bii) Consent to Indebtedness Approval of certain changes in the senior management (SECTION 8.107.4);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12);
(diii) Acceleration following an Event of Default (SECTION 10.2.19.2(a)) or rescission of such acceleration (SECTION 10.39.3);
(eiv) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.19.2(a));
(fv) Appointment Approval of a successor Agent change in the method of calculation of any financial covenants, standards or terms as a result of a change in GAAP (SECTION 11.911.3);; and
(gvi) Except as referred to in SECTION 11.10.2 or 11.11.1SUBSECTION (b) below, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4)herein.
11.10.2 (b) Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 11.4 shall require the consent of all Lenders.
11.10.3 (c) In addition to the required consents or approvals referred to in SECTION 11.10.1SUBSECTION (a) above, Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, Lenders and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 (d) Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determinationdetermination and Borrower and each other Lender may rely on such approval as if given. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Consent and Approvals. 11.10.1 a. Each of the following consent, approval, amendment, modification or waiver specifically enumerated in this Section 10.10(a) shall require the approval or consent of Requisite Lenders:
(ai) Approval of notes receivable pursuant to definition Borrowings with less than full compliance with requirements of Adjusted Asset Value Article IIIB and C or Article IX (SECTION 1.1Section 2.04);
(bii) Consent to Indebtedness modification to financial reporting requirements or production of additional financial or other information (SECTION 8.10Section 5.08);
(ciii) Approval of additional executives upon a Discontinuity in Management Investments (SECTION 8.12Section 6.05);
(div) Acceleration following Approval of a change in the method of calculation of any financial covenants, standards or terms as a result of a change in accounting principle (Section 6.17);
(v) Direct Agent Bank to declare the unpaid balance of the Credit Facility fully due and payable (Section 7.02);
(vi) Direct the disposition of insurance proceeds or condemnation awards under certain circumstances (Section 8.02);
(vii) Approval of Construction Disbursements notwithstanding the existence of an Event of Default (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3Section 9.15);
(eviii) Approval of Construction Disbursement without regard to any condition (Section 9.20);
(ix) Approve possession of the exercise Expansion Project and completion of rights and remedies under construction upon the Loan Documents following occurrence of an Event of Default (SECTION 10.2.1Section 9.23);
(fx) Appointment Approval of a appointment of successor Agent Bank (SECTION 11.9Section 10.09);
(gxi) Approval of certain Protective Advances (Section 10.11(a));
(xii) Approval of a Post-Foreclosure Plan and related matters (Section 10.11(e));
(xiii) Consent to action or proceeding against Borrower or the Collateral by any Lender (Section 10.12);
(xiv) Except as referred to in SECTION 11.10.2 or 11.11.1subsection (b) below, approval of any amendment, modification or termination of this Credit Agreement, or waiver of any provision herein (SECTION 12.4Section 11.01).
11.10.2 b. Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 11.01 shall require the consent of all Lenders.
11.10.3 c. In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, Agent Bank may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Credit Agreement or of any of the Loan Documents, Agent Bank is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent Bank shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent Bank as a result of Agent Bank acting or refraining from acting under this Agreement Credit Agreement, the Security Documentation or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent Bank shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent Bank to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 d. Each Lender agrees that any action taken by Agent Bank at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Credit Agreement or any Loan Document, and the exercise by Agent Bank at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. Funding requests hereunder shall be made in the manner set forth in Articles II and IX herein. All other communications from Agent Bank to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent Bank by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include AgentAgent Bank's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Banking Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent Bank that it objects to the recommendation or determination of Agent Bank (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent Bank shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent Bank or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Samples: Construction and Reducing Revolving Credit Agreement (Monarch Casino & Resort Inc)
Consent and Approvals. 11.10.1 (a) Each Lender has authorized and directed, and hereby authorizes and directs, Agent to enter into the Loan Documents other than this Agreement for the benefit of Lenders. Each Lender agrees that any action taken by Agent or the Majority Lenders (or, where required by the express terms of this Agreement, a greater proportion of Lenders) in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent or the Majority Lenders (or, where so required, such greater proportion), of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, the Agent shall have the sole and exclusive right and authority to:
(i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents;
(ii) execute and deliver each Loan Document (other than this Agreement) and accept delivery of each such agreement delivered by the Borrower, any of its Subsidiaries, or any Property Owner;
(iii) act as collateral agent for the Lenders for all other purposes stated therein;
(iv) deliver notices, including notices of default, hereunder and under the other Loan Documents; and
(v) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Agent or the Lenders under the Loan Documents, Applicable Law or otherwise.
(b) Each of the following shall require the approval or consent of Requisite the Majority Lenders:
(ai) Approval approval of notes receivable pursuant to definition any material amendment of Adjusted Asset Value (SECTION 1.1)the organizational documents of Borrower, Holdings I, Holdings II, CBL Properties, Inc., their respective Subsidiaries or any Property Owner prohibited by Section 6.1 hereof;
(bii) Consent to Indebtedness (SECTION 8.10)approval of certain changes in executive officers otherwise prohibited by Section 6.1 hereof;
(ciii) Approval acceleration of additional executives upon a Discontinuity in Management (SECTION 8.12);
(d) Acceleration the Obligations following an Event of Default (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3)under Section 6.2(b) hereof;
(eiv) Approval approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1)Default;
(fv) Appointment removal of Agent and appointment of a successor Agent (SECTION 11.9);under Section 7.10 hereof; and
(gvi) Except except as referred to otherwise provided in SECTION 11.10.2 or 11.11.1Section 8.5, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4).
11.10.2 Each amendment, modification or waiver specifically enumerated in SECTION 12.4.1 shall require the consent of all Lenders.
11.10.3 (c) In addition to the required consents or approvals referred to in SECTION 11.10.1Section 7.11(b) above, Agent may at any time request instructions from Requisite the Majority Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Majority Lenders. Agent shall promptly notify each Lender at any time that the Requisite Majority Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. (d) All communications from Agent to Lenders requesting Lenders' Lenders determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.,
Appears in 1 contract
Consent and Approvals. 11.10.1 Each (a) In addition to any other term or provision of this Agreement which requires the following consent or approval of, or other action by, the Requisite Lenders, each consent, approval, amendment, modification or waiver specifically enumerated in this Section 10.10(a) shall require the approval or consent of the Requisite Lenders:
(ai) Approval of notes receivable pursuant any amendment of organizational documents (to definition of Adjusted Asset Value (SECTION 1.1the extent required by Section 7.2);
(b) Consent to Indebtedness (SECTION 8.10);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12);
(dii) Acceleration following an Event of Default (SECTION 10.2.1Section 9.2(a)) or rescission of such acceleration (SECTION 10.3Section 9.3);
(eiii) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1Section 9.2(a));
(fiv) Appointment Approval of a successor Agent change in the method of calculation of any financial covenants, standards or terms as a result of a change in GAAP (SECTION 11.9Section 11.3);; and
(gv) Except as referred to in SECTION 11.10.2 or 11.11.1subsection (b) below, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4)herein.
11.10.2 (b) Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 11.4 shall require the consent of all the Lenders.
11.10.3 (c) In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, Administrative Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Administrative Agent is permitted or required to take or to grant without instructions from any Lenders, Lenders and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders or, where applicable, all the Lenders. Administrative Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Administrative Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 (d) Each Lender agrees that any action taken by Administrative Agent at the direction or with the consent of the Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Administrative Agent at the direction or with the consent of the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all the Lenders, except for actions specifically requiring the approval of all the Lenders. All communications from Administrative Agent to the Lenders requesting Lenders' ’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Administrative Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include Administrative Agent's ’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days or such other applicable response period as expressly set forth in this Agreement (the "LENDER REPLY “Lender Reply Period"”). Unless a Lender shall give written notice to Administrative Agent that it objects to the recommendation or determination of Administrative Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determinationdetermination and Borrower and each other Lender may rely on such approval as if given. With respect to decisions requiring the approval of the Requisite Lenders or all the Lenders, Administrative Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all the Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to the Lenders by Administrative Agent or such other course of action recommended by the Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Consent and Approvals. 11.10.1 a. Each of the following consent, approval, amendment, modification or waiver specifically enumerated in this Section 9.10(a) shall require the approval or consent of Requisite Lenders:: 87
(ai) Approval of notes receivable pursuant to definition Borrowings with less than full compliance with requirements of Adjusted Asset Value Article IIIB (SECTION 1.1Section 2.06);
(bii) Consent Approval of any amendment, modification or termination or agreement to Indebtedness amend, modify or terminate the Subordinated Debt (SECTION 8.10Section 5.03);
(ciii) Approval Consent to modification to financial reporting requirements or production of additional executives upon a Discontinuity in Management financial or other information (SECTION 8.12Section 5.08);
(div) Acceleration following an Event Approval of Default a change in the method of calculation of any financial covenants, standards or terms as a result of a change in accounting principle (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3Section 6.15);
(ev) Approval Direct Agent Bank to declare the unpaid balance of the exercise of rights Credit Facility fully due and remedies under the Loan Documents following an Event of Default payable (SECTION 10.2.1Section 7.02);
(fvi) Appointment Direct the disposition of a successor Agent insurance proceeds or condemnation awards under certain circumstances (SECTION 11.9Section 8.02);
(gvii) Approval of appointment of successor Agent Bank (Section 9.09);
(viii) Approval of certain Protective Advances (Section 9.11(a));
(ix) Approval of a Post-Foreclosure Plan and related matters (Section 9.11(e));
(x) Consent to action or proceeding against any Borrower, Guarantor or the Collateral by any Lender (Section 9.12);
(xi) Except as referred to in SECTION 11.10.2 or 11.11.1subsection (b) below, approval of any amendment, modification or termination of this Credit Agreement, or waiver of any provision herein (SECTION 12.4Section 10.01).
11.10.2 b. Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 10.01(a) through (c) shall require the consent of all Lenders.. 88
11.10.3 c. In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, Agent Bank may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Credit Agreement or of any of the Loan Documents, Agent Bank is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent Bank shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person Lender for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent Bank as a result of Agent Bank acting or refraining from acting under this Agreement Credit Agreement, the Security Documentation or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent Bank shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent Bank to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 d. Each Lender agrees that any action taken by Agent Bank at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Credit Agreement or any Loan Document, and the exercise by Agent Bank at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent Bank to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent Bank by Borrower Borrowers or Guarantor in respect of the matter or issue to be resolved, and (iv) may shall include AgentAgent Bank's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Banking Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent Bank that it objects to the recommendation or determination of Agent Bank (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent Bank shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or 89 determination recommended to Lenders by Agent Bank or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Samples: Credit Agreement (Century Casinos)
Consent and Approvals. 11.10.1 Each of the following shall require the approval or consent of Requisite Lenders:
(a1) Approval of notes receivable pursuant to definition of Adjusted Asset Value (SECTION 1.1);
(b) Consent to Indebtedness (SECTION 8.10);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12);
(d) Acceleration following an Event of Default (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3);
(e) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1);
(f) Appointment of a successor Agent (SECTION 11.9);
(g) Except as referred to in SECTION 11.10.2 or 11.11.1, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4).
11.10.2 Each amendment, modification or waiver specifically enumerated in SECTION 12.4.1 shall require the consent of all Lenders.
11.10.3 In addition to the required consents or approvals referred to in SECTION 11.10.1, Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, Lenders and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 (2) Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determinationdetermination and Borrower and each other Lender may rely on such approval as if given. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Consent and Approvals. 11.10.1 Each of the following shall require the approval or consent of Requisite Lenders:
(a) Approval of notes receivable value for non-income producing Properties determined on a basis other than a purchase and sale agreement pursuant to the definition of Adjusted Asset Value (SECTION Section 1.1);.
(b) Consent to Indebtedness Approval of each new Guarantor or Guarantor Partnership (SECTION 8.10Section 1.1);
(c) Approval of additional executives upon a Discontinuity any change in Management the Replacement Reserve Amount (SECTION 8.12Section 1.1);
(d) Approval of each new Borrowing Base Property which does not satisfy the conditions set forth in Section 3.1 (Section 3.1);
(e) Approval of any material amendment of organizational documents (Section 8.2);
(f) Approval of certain changes in the Executive Officers (Section 8.5);
(g) Approval of certain construction projects (Section 9.12);
(h) Acceleration following an Event of Default (SECTION Section 10.2.1) or rescission of such acceleration (SECTION Section 10.3);
(ei) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION ( Section 10.2.1);
(fj) Appointment of a successor Agent (SECTION Section 11.9);
; -96- 105 (gk) Except as referred to in SECTION Section 11.10.2 or 11.11.1, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION Section 12.4).
11.10.2 Each amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 12.
4.1 shall require the consent of all LendersLenders and each amendment, modification or waiver specifically enumerated in Section 12.4.2 shall require the consent of the number of Lenders described therein.
11.10.3 In addition to the required consents or approvals referred to in SECTION Section 11.10.1, Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent -97- 106 or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Consent and Approvals. 11.10.1 Each (a) In addition to any other term or provision of this Agreement which requires the following consent or approval of, or other action by, the Requisite Lenders, each consent, approval, amendment, modification or waiver specifically enumerated in this Section 10.10(a) shall require the approval or consent of the Requisite Lenders:
(ai) Approval of notes receivable pursuant to definition any material amendment of Adjusted Asset Value organizational documents (SECTION 1.1Section 7.2);; -----------
(b) Consent to Indebtedness (SECTION 8.10);
(cii) Approval of additional executives upon a Discontinuity certain changes in Management the senior management (SECTION 8.12Section 7.4);; -----------
(diii) Acceleration following an Event of Default (SECTION 10.2.1Section 9.2(a)) or rescission of such acceleration -------------- (SECTION 10.3Section 9.3);
(eiv) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1Section 9.2(a);); --------------
(fv) Appointment Approval of a successor Agent change in the method of calculation of any financial covenants, standards or terms as a result of a change in GAAP (SECTION 11.9Section 11.3);; and ------------
(gvi) Except as referred to in SECTION 11.10.2 or 11.11.1subsection (b) below, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4)herein.
11.10.2 (b) Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 11.4 shall require the consent of all the Lenders.
11.10.3 (c) In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, Administrative Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Administrative Agent is permitted or required to take or to grant without instructions from any Lenders, Lenders and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders or, where applicable, all the Lenders. Administrative Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Administrative Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 (d) Each Lender agrees that any action taken by Administrative Agent at the direction or with the consent of the Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Administrative Agent at the direction or with the consent of the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all the Lenders, except for actions specifically requiring the approval of all the Lenders. All communications from Administrative Agent to the Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Administrative Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include Administrative Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Administrative Agent that it objects to the recommendation or determination of Administrative Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determinationdetermination and Borrower and each other Lender may rely on such approval as if given. With respect to decisions requiring the approval of the Requisite Lenders or all the Lenders, Administrative Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all the Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to the Lenders by Administrative Agent or such other course of action recommended by the Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Arden Realty Inc)
Consent and Approvals. 11.10.1 Each of the following shall require the approval or consent of Requisite Lenders:
(a) Approval of notes receivable pursuant Consent to definition of Adjusted Asset Value Fundamental Changes (SECTION 1.1Section 8.1);
(b) Consent to Indebtedness that is otherwise prohibited (SECTION 8.10Section 8.6);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12Section 8.8);
(d) Acceleration following an Event of Default (SECTION Section 10.2.1) or rescission of such acceleration (SECTION Section 10.3);
(e) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION Section 10.2.1);
(f) Appointment of a successor Agent (SECTION Section 11.9);
(g) Except as referred to in SECTION Section 11.10.2 or 11.11.1, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION Section 12.4).
11.10.2 Each amendment, modification or waiver specifically enumerated in SECTION Section 12.4.1 shall require the consent of all Lenders.
11.10.3 In addition to the required consents or approvals referred to in SECTION Section 11.10.1, Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION Section 11.10.3.
11.10.4 Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Consent and Approvals. 11.10.1 Each (a) In addition to any other term or provision of this Agreement which requires the following consent or approval of, or other action by, the Requisite Lenders, each consent, approval, amendment, modification or waiver specifically enumerated in this Section 10.10(a) shall require the approval or consent of the Requisite Lenders:
(ai) Approval of notes receivable pursuant to definition any material amendment of Adjusted Asset Value organizational documents (SECTION 1.1Section 7.2);
(bii) Consent to Indebtedness Approval of certain changes in the senior management (SECTION 8.10Section 7.4);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12);
(diii) Acceleration following an Event of Default (SECTION 10.2.1Section 9.2(a)) or rescission of such acceleration (SECTION 10.3Section 9.3);
(eiv) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1Section 9.2(a));
(fv) Appointment Approval of a successor Agent change in the method of calculation of any financial covenants, standards or terms as a result of a change in GAAP (SECTION 11.9Section 11.3);; and
(gvi) Except as referred to in SECTION 11.10.2 or 11.11.1subsection (b) below, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4)herein.
11.10.2 (b) Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 11.4 shall require the consent of all the Lenders.
11.10.3 (c) In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, Administrative Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Administrative Agent is permitted or required to take or to grant without instructions from any Lenders, Lenders and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders or, where applicable, all the Lenders. Administrative Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Administrative Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 (d) Each Lender agrees that any action taken by Administrative Agent at the direction or with the consent of the Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Administrative Agent at the direction or with the consent of the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all the Lenders, except for actions specifically requiring the approval of all the Lenders. All communications from Administrative Agent to the Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Administrative Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include Administrative Agent's recommended course of action or determination in respect thereof. thereof Each Lender shall reply promptly, but in any event within ten (10) Business Days or such other applicable response period as expressly set forth in this Agreement (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Administrative Agent that it objects to the recommendation or determination of Administrative Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determinationdetermination and Borrower and each other Lender may rely on such approval as if given. With respect to decisions requiring the approval of the Requisite Lenders or all the Lenders, Administrative Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all the Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to the Lenders by Administrative Agent or such other course of action recommended by the Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Samples: Term Loan Agreement (Arden Realty Limited Partnership)
Consent and Approvals. 11.10.1 (a) Each of the following consent, approval, amendment, modification or waiver specifically enumerated in this Section 11.10(a) shall require the approval or consent of Requisite Lenders:
(ai) Approval of notes receivable pursuant to definition any material amendment of Adjusted Asset Value organizational documents (SECTION 1.1Section 8.02);
(bii) Consent to Indebtedness Approval of certain changes in the executive officer(s) (SECTION 8.10Section 8.06);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12);
(diii) Acceleration following an Event of Default (SECTION 10.2.1Section 10.02(a)) or rescission of such acceleration (SECTION 10.3Section 10.03);
(eiv) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1Section 10.02(a));
(fv) Appointment Approval of a successor Agent certain Protective Advances (SECTION 11.9Section 11.11(a));
(gvi) Approval of a Post-Foreclosure Plan and related matters (Section 11.11(e));
(vii) Approval of a change in the method of calculation of any financial covenants, standards or terms as a result a change in accounting principal (Section 12.03); and
(viii) Except as referred to in SECTION 11.10.2 or 11.11.1subsection (b) below, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4Section 12.04).
11.10.2 (b) Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 12.04 shall require the consent of all Lenders.
11.10.3 (c) In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, the Mortgage Documents or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 (d) Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Samples: Credit Agreement (Prudential Bache Equitec Real Estate Partnership)
Consent and Approvals. 11.10.1 a. Each of the following consent, approval, amendment, modification or waiver specifically enumerated in this Section 9.10(a) shall require the approval or consent of Requisite Lenders:
(ai) Approval of notes receivable pursuant to definition Borrowings with less than full compliance with requirements of Adjusted Asset Value Article IIIB (SECTION 1.1Section 2.06);
(bii) Consent Approval of any amendment, modification or termination or agreement to Indebtedness amend, modify or terminate the Subordinated Debt (SECTION 8.10Section 5.03);
(ciii) Approval Consent to modification to financial reporting requirements or production of additional executives upon a Discontinuity in Management financial or other information (SECTION 8.12Section 5.08);
(div) Acceleration following an Event Approval of Default a change in the method of calculation of any financial covenants, standards or terms as a result of a change in accounting principle (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3Section 6.15);
(ev) Approval Direct Agent Bank to declare the unpaid balance of the exercise of rights Credit Facility fully due and remedies under the Loan Documents following an Event of Default payable (SECTION 10.2.1Section 7.02);
(fvi) Appointment Direct the disposition of a successor Agent insurance proceeds or condemnation awards under certain circumstances (SECTION 11.9Section 8.02);
(gvii) Approval of appointment of successor Agent Bank (Section 9.09);
(viii) Approval of certain Protective Advances (Section 9.11(a));
(ix) Approval of a Post-Foreclosure Plan and related matters (Section 9.11(e));
(x) Consent to action or proceeding against any Borrower, Guarantor or the Collateral by any Lender (Section 9.12);
(xi) Except as referred to in SECTION 11.10.2 or 11.11.1subsection (b) below, approval of any amendment, modification or termination of this Credit Agreement, or waiver of any provision herein (SECTION 12.4Section 10.01).
11.10.2 b. Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 10.01(i) through (iii) shall require the consent of all Lenders.
11.10.3 c. In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, Agent Bank may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Credit Agreement or of any of the Loan Documents, Agent Bank is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent Bank shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person Lender for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent Bank as a result of Agent Bank acting or refraining from acting under this Agreement Credit Agreement, the Security Documentation or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent Bank shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent Bank to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 d. Each Lender agrees that any action taken by Agent Bank at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Credit Agreement or any Loan Document, and the exercise by Agent Bank at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent Bank to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent Bank by Borrower Borrowers or Guarantor in respect of the matter or issue to be resolved, and (iv) may shall include AgentAgent Bank's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Banking Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent Bank that it objects to the recommendation or determination of Agent Bank (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent Bank shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent Bank or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Consent and Approvals. 110- 116
11.10.1 Each of the following shall require the approval or consent of Requisite the Majority Lenders:
(a) Approval of notes receivable pursuant to a new rating agency in place of S&P or Fitch, or Moody's if previously designated by Borrower (per the definition of Adjusted Asset Value (SECTION 1.1"Rating Agency");
(b) Consent to Indebtedness Approval of any new Unencumbered Pool Property that does not meet the UPP Eligibility Criteria (SECTION 8.10Section 3.1.3);
(c) Approval of additional executives upon any amendment of organizational documents that would have a Discontinuity in Management material adverse effect on the ability of Borrower or the REIT to perform their obligations under the Loan Documents (SECTION 8.12Section 8.2);; and
(d) Approval of any new UPP Subpartnership (per the definition of that term).
11.10.2 Each of the following shall require the approval or consent of the Requisite Lenders:
(a) Acceleration following an Event of Default (SECTION Section 10.2.1) or rescission of such acceleration (SECTION Section 10.3);
(eb) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION Section 10.2.1);
(fc) Appointment Removal of Administrative Agent and appointment of a successor Agent (SECTION Section 11.9);
(gd) Approval of certain changes in GAAP affecting calculation of financial covenants (Section 12.3); and
(e) Except as referred to in SECTION 11.10.2 or 11.11.1Section 11.10.3, approval of any amendment, modification or termination of this AgreementAgreement or any other Loan Document, or waiver of any provision herein or therein (SECTION Section 12.4).
11.10.2 Each 11.10.3 Approval of each amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 12.4.1, shall require the consent of all Lenders.
11.10.3 11.10.4 In addition to the required consents or approvals referred to in SECTION 11.10.1Section 11.10.1 or 11.10.2, Administrative Agent may at any time request instructions from the Requisite Lenders or the Majority Lenders, as the case may be, with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Administrative Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Requisite Lenders or the Majority Lenders, as applicable. Without limiting the foregoing, no Lender or Designated Bid Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders or, where applicable, the Majority Lenders or all Lenders. Administrative Agent shall promptly notify each Lender at any time that the Majority Lenders or the Requisite Lenders Lenders, as the case may be, have instructed Administrative Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 11.10.5 Each Lender and Designated Bid Lender agrees that any action taken by Administrative Agent at the direction or with the consent of the Majority Lenders or the Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Administrative Agent at the direction or with the consent of the Majority Lenders or the Requisite Lenders Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders and Designated Bid Lenders, except for actions specifically requiring the approval of all Lendersa greater number of Lenders or of Lenders holding a greater aggregate interest in the Commitments or the outstanding Loans, as the case may be. All communications from Administrative Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender (in its own capacity and, if such Lender is a Designating Lender, in its capacity as administrative agent for its Designated Bid Lender), (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Administrative Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include Administrative Agent's recommended course of action or determination in respect thereof. Each Lender shall reply (on its own behalf and on behalf of and as administrative agent for its Designated Bid Lender, if any) promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Administrative Agent that it (or, if applicable, its Designated Bid Lender) objects to the recommendation or determination of Administrative Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender or its Designated Bid Lender, as the case may be, shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Majority Lenders, the Requisite Lenders or all Lenders, Administrative Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Administrative Agent or such other course of action recommended by the Requisite Lenders or the Majority Lenders, as applicable, and each non-responding Lender Lender, and its Designated Bid Lender, if any, shall be deemed to have concurred with such recommended course of action.
11.10.6 Nothing contained in this Article XI, or in any other provision of the Loan Documents, is intended to confer upon any Designated Bid Lender the right to approve or consent to any matter other than a matter on which Designated Bid Lenders are entitled to vote as described in Section 11.12.3.
Appears in 1 contract
Consent and Approvals. 11.10.1 9.10.1. Each of the following shall require the approval or consent of Requisite Lenders:
(a) Approval of notes receivable pursuant to definition of Adjusted Asset Value (SECTION 1.1);
(b) Consent to Indebtedness (SECTION 8.10);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12);
(d) Acceleration following an Event of Default (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3);
(e) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.1);
(f) Appointment of a successor Agent (SECTION 11.9);
(g) Except as referred to in SECTION 11.10.2 or 11.11.1consent, approval of any amendmentapproval, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4).
11.10.2 Each amendment, modification or waiver specifically enumerated in SECTION 12.4.1 this Credit Agreement as conditioned upon the prior consent or approval of Requisite Lenders shall be evidenced by a written consent or approval delivered to Agent Bank.
9.10.2. Each consent, approval, amendment, modification or waiver specifically enumerated in Sections 10.01(i) through (iii) shall require the consent of all Lenders.
11.10.3 9.10.3. In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, Agent Bank may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Credit Agreement or of any of the Loan Documents, Agent Bank is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent Bank shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent Bank as a result of Agent Bank acting or refraining from acting under this Agreement Credit Agreement, the Security Documentation or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent Bank shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent Bank to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 9.10.4. Each Lender agrees that any action taken by Agent Bank at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Credit Agreement or any Loan Document, and the exercise by Agent Bank at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. Funding requests hereunder shall be made in the manner set forth in Article II herein. All other communications from Agent Bank to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent Bank by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include AgentAgent Bank's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Banking Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent Bank that it objects to the recommendation or determination of Agent Bank (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent Bank shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent Bank or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Consent and Approvals. 11.10.1 (a) Each of the following consent, approval, amendment, modification or waiver specifically enumerated in this SECTION 11.10(a) shall require the approval or consent of Requisite Lenders:
(ai) Approval of notes receivable pursuant to definition any material amendment of Adjusted Asset Value organizational documents (SECTION 1.18.2);
(bii) Consent to Indebtedness (Approval of certain changes in the senior management SECTION 8.108.4);
(c) Approval of additional executives upon a Discontinuity in Management (SECTION 8.12);
(diii) Acceleration following an Event of Default (SECTION 10.2.110.2(a)) or rescission of such acceleration (SECTION 10.3);
(eiv) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (SECTION 10.2.110.2(a));
(fv) Appointment Approval of a successor Agent certain Protective Advances (SECTION 11.911.11(a));
(gvi) Approval of a Post-Foreclosure Plan and related matters (SECTION 11.11(e));
(vii) Approval of a change in the method of calculation of any financial covenants, standards or terms as a result of a change in GAAP (SECTION 12.3);
(viii) Approval to waive any of the conditions set forth in SECTION 3.1; and
(ix) Except as referred to in SECTION 11.10.2 or 11.11.1SUBSECTION (b) below, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein (SECTION 12.4)herein.
11.10.2 (b) Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 12.4 shall require the consent of all Lenders.
11.10.3 (c) In addition to the required consents or approvals referred to in SECTION 11.10.1SUBSECTION (a) above, Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to take or to grant without instructions from any Lenders, Lenders and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, the Security Documents or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION 11.10.3hereto.
11.10.4 (d) Each Lender agrees that any action taken by Agent at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the matter or issue to be resolved, and (iv) may shall include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determinationdetermination and Borrower and each other Lender may rely on such approval as if given. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Consent and Approvals. 11.10.1 a. Each of the following consent, approval, amendment, modification or waiver specifically enumerated in this Section 9.10(a) shall require the approval or consent of Requisite Lenders:
(ai) Approval of notes receivable pursuant to definition Borrowings with less than full compliance with requirements of Adjusted Asset Value Article IIIB (SECTION 1.1Section 2.06);
(bii) Consent Approval of any amendment, modification or termination or agreement to Indebtedness amend, modify or terminate the Subordinated Debt (SECTION 8.10Section 5.03);
(ciii) Approval Consent to modification to financial reporting requirements or production of additional executives upon a Discontinuity in Management financial or other information (SECTION 8.12Section 5.08);
(div) Acceleration following an Event Approval of Default a change in the method of calculation of any financial covenants, standards or terms as a result of a change in accounting principle (SECTION 10.2.1) or rescission of such acceleration (SECTION 10.3Section 6.15);
(ev) Approval Direct Agent Bank to declare the unpaid balance of the exercise of rights Credit Facility fully due and remedies under the Loan Documents following an Event of Default payable (SECTION 10.2.1Section 7.02);
(fvi) Appointment Direct the disposition of a successor Agent insurance proceeds or condemnation awards under certain circumstances (SECTION 11.9Section 8.02);
(gvii) Approval of appointment of successor Agent Bank (Section 9.09);
(viii) Approval of certain Protective Advances (Section 9.11(a));
(ix) Approval of a Post-Foreclosure Plan and related matters (Section 9.11(e));
(x) Consent to action or proceeding against any Borrower or the Collateral by any Lender (Section 9.12);
(xi) Except as referred to in SECTION 11.10.2 or 11.11.1subsection (b) below, approval of any amendment, modification or termination of this Credit Agreement, or waiver of any provision herein (SECTION 12.4Section 10.01).
11.10.2 b. Each consent, approval, amendment, modification or waiver specifically enumerated in SECTION 12.4.1 Section 10.01(i) through (iii) shall require the consent of all Lenders.
11.10.3 c. In addition to the required consents or approvals referred to in SECTION 11.10.1subsection (a) above, Agent Bank may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Credit Agreement or of any of the Loan Documents, Agent Bank is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, Agent Bank shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person Lender for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent Bank as a result of Agent Bank acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders orCredit Agreement, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant to this SECTION 11.10.3.the
11.10.4 d. Each Lender agrees that any action taken by Agent Bank at the direction or with the consent of Requisite Lenders in accordance with the provisions of this Credit Agreement or any Loan Document, and the exercise by Agent Bank at the direction or with the consent of Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from Agent Bank to Lenders requesting Lenders' determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent Bank by Borrower Borrowers in respect of the matter or issue to be resolved, and (iv) may shall include AgentAgent Bank's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Banking Business Days (the "LENDER REPLY Lender Reply Period"). Unless a Lender shall give written notice to Agent Bank that it objects to the recommendation or determination of Agent Bank (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of Requisite Lenders or all Lenders, Agent Bank shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent Bank or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract
Samples: Credit Agreement (Black Hawk Gaming & Development Co Inc)
