Consent of Certain Lenders. Neither this Agreement nor any other Finance Document nor any provision hereof or thereof may be waived, amended or modified except (a) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders and (b) in the case of any other Finance Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders (except where the provisions of any Finance Document expressly provide otherwise); provided that no such agreement shall: (A) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest (other than with respect to default interest) on, any Term Loan without the prior written consent of each Lender directly affected thereby; (B) extend or waive any date for payment of principal of any Term Loan (including the Maturity Date) or reduce the amount due on any such date without the prior written consent of each Lender adversely affected thereby; (C) amend or modify the provisions of Section 3.3, 3.4, 3.12 or 3.13 in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby; (D) amend or modify the provisions of this Section 12.4 or the definition of the terms “Required Lenders”, “Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby; (E) release the Foresight Guaranty or the Hermes Export Credit Guarantee Documents prior to the Discharge Date without the prior written consent of each Lender (unless otherwise permitted pursuant to the Credit Documents); or (F) amend, modify or otherwise affect the rights or duties of Administrative Agent or Hermes Agent hereunder without the prior written consent of Administrative Agent or Hermes Agent, respectively, acting as such at the effective date of such agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of such Lender.
Appears in 6 contracts
Samples: Credit Agreement (Foresight Energy LP), Credit Agreement (Foresight Energy LP), Credit Agreement (Foresight Energy LP)
Consent of Certain Lenders. Neither this Agreement nor any other Finance Document nor any provision hereof No amendment, waiver or thereof may be waived, amended or modified except (a) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders and (b) in the case of any other Finance Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders (except where the provisions of any Finance Document expressly provide otherwise); provided that no such agreement consent shall:
(Ai) decrease modify the definition of “5-Year Term Loan Maturity Date”, “5-Year Term Loan Availability Period” or forgive the “5-Year Term Loan Commitment Percentage”, or otherwise postpone any date fixed for, or forgive, any payment of principal amount of, or extend interest on, any 5-Year Term Loans or for the final maturity payment of Fees or any other Obligations owing to the 5-Year Term Loan Lenders, in each ease, without the written consent of each 5-Year Term Loan Lender;
(ii) modify the definition of “7-Year Term Loan Maturity Date”, “7-Year Term Loan Availability Period” or “7-Year Term Loan Commitment Percentage”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or decrease the rate of interest (other than with respect to default interest) on, any 7-Year Term Loans or for the payment of Fees or any other Obligations owing to the 7-Year Term Loan Lenders, in each ease, without the prior written consent of each 7-Year Term Loan Lender;
(iii) modify the definition of “Maturity Date”, “Availability Period”, “Commitment” or “Commitment Percentage”, in each ease, without the written consent of each Lender;
(iv) modify the definition of the term “Requisite Class Lenders” or modify in any other manner the Class or number or percentage of the Lenders of any Class required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender directly affected therebyof such Class;
(Bv) extend or waive any date for payment of principal of any Term Loan (including the Maturity Date) or reduce the amount due on any such date without the prior written consent of each Lender adversely affected thereby;
(C) amend or modify the provisions of Section 3.3, 3.4, 3.12 or 3.13 in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby;
(D) amend or modify the provisions of this Section 12.4 or the definition of the terms term “Required Lenders”, “Requisite Lenders” or or, except as permitted under clause (iv) of this Section above, modify in any other provision hereof specifying manner the number or percentage of the Lenders required to waive, amend make any determinations or modify waive any rights hereunder or make to modify any determination or grant any consent hereunder, provision hereof without the prior written consent of each Lender adversely affected thereby;
(E) release the Foresight Guaranty or the Hermes Export Credit Guarantee Documents prior to the Discharge Date without the prior written consent of each Lender (unless otherwise permitted pursuant to the Credit Documents); or
(F) amend, modify or otherwise affect the rights or duties of Administrative Agent or Hermes Agent hereunder without the prior written consent of Administrative Agent or Hermes Agent, respectively, acting as such at the effective date of such agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of such Lender.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Hudson Pacific Properties, L.P.)
Consent of Certain Lenders. Neither this Agreement nor any other Finance Document nor any provision hereof No amendment, waiver or thereof may be waived, amended or modified except (a) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders and (b) in the case of any other Finance Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders (except where the provisions of any Finance Document expressly provide otherwise); provided that no such agreement consent shall:
(Ai) decrease modify the definition of “Revolving Maturity Date” (except in accordance with Section 2.14), or forgive “Revolving Commitment Percentage”, otherwise postpone any date fixed for or forgive, any payment of principal of, or interest on, any Revolving Loans or for the principal amount ofpayment of Fees or any other Obligations relating to the Revolving Commitments or the Revolving Loans, or extend the final maturity ofexpiration date of any Letter of Credit beyond the Revolving Maturity Date, in each case, without written consent of each Revolving Lender (provided that the waiver of a Default or Event of Default shall not be deemed to be a postponement);
(ii) modify the definitions of “Requisite Revolving Multicurrency Tranche Lenders”, “Revolving Multicurrency Tranche Pro Rata Share”, or decrease “Revolving Multicurrency Tranche Commitment Percentage”, in each case, without written consent of each Revolving Multicurrency Tranche Lender;
(iii) modify the rate definitions of interest “Requisite Revolving USD Tranche Lenders”, or “Revolving USD Tranche Pro Rata Share”, or “Revolving USD Tranche Commitment Percentage”, in each case, without written consent of each Revolving USD Tranche Lender;
(other than with respect to default interestiv) on, any modify the definition of “Term Loan Maturity Date” or “Term Loan Commitment Percentage”, in each ease as it relates to a particular Class, without the prior written consent of each Term Loan Lender of such Class;
(v) modify the definition of the term “Requisite Class Lenders”, “Requisite Revolving Lenders” or modify in any other manner the Class or number or percentage of the Lenders of any Class required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender directly affected therebyof such Class;
(Bvi) extend modify the definition of the term “Requisite Lenders” or, except as permitted under clause (iv) of this Section above, modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any date for payment of principal of rights hereunder or to modify any Term Loan (including the Maturity Date) or reduce the amount due on any such date provision hereof without the prior written consent of each Lender adversely affected therebyLender;
(Cvii) amend if and while any Term Loans remain outstanding, amend, modify or modify waive (A) Section 6.2 or any other provision of this Agreement if the provisions effect of Section 3.3such amendment, 3.4modification or waiver is to (1) require the Revolving Lenders to make Revolving Loans or (2) require an Issuing Bank to issue Letters of Credit, 3.12 in each case, when such Lenders or 3.13 such Issuing Bank would not otherwise be required to do so or (B) either L/C Commitment Amount, in a manner that would by its terms alter the pro rata sharing of payments required therebyeach case, without the prior written consent of each Lender adversely affected thereby;the applicable Requisite Revolving Lenders; or
(Dviii) amend or modify the provisions of this Section 12.4 or the definition of the terms “Required Lenders”, “LendersAlternative Currency” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, Section 1.8 without the prior written consent of each Lender adversely affected thereby;
(E) release the Foresight Guaranty or the Hermes Export Credit Guarantee Documents prior to the Discharge Date without the prior written consent of each Lender (unless otherwise permitted pursuant to the Credit Documents); or
(F) amend, modify or otherwise affect the rights or duties of Administrative Agent or Hermes Agent hereunder without the prior written consent of Administrative Agent or Hermes Agent, respectively, acting as such at the effective date of such agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of such Revolving Multicurrency Tranche Lender.
Appears in 1 contract
Consent of Certain Lenders. Neither this Agreement nor any other Finance Document nor any provision hereof No amendment, waiver or thereof may be waived, amended or modified except (a) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders and (b) in the case of any other Finance Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders (except where the provisions of any Finance Document expressly provide otherwise); provided that no such agreement consent shall:
(Ai) decrease modify the definition of “Revolving Maturity Date” (except in accordance with Section 2.14), or forgive “Revolving Commitment Percentage”, otherwise postpone any date fixed for or forgive, any payment of principal of, or interest on, any Revolving Loans or for the principal amount ofpayment of Fees or any other Obligations, or extend the final maturity expiration date of any Letter of Credit beyond the Revolving Maturity Date in each case, without written consent of each Revolving Lender;
(ii) modify the definition of “Term Loan Maturity Date”, or “Term Loan Commitment Percentage”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or decrease the rate of interest (other than with respect to default interest) on, any Term Loans or for the payment of Fees or any other Obligations owing to the Term Loan Lenders, in each ease, without the prior written consent of each Lender directly affected therebyTerm Loan Lender;
(Biii) extend modify the definition of the term “Requisite Revolving Lenders” or modify in any other manner the number or percentage of the Revolving Lenders required to make any determinations or waive any date for payment of principal of rights hereunder or to modify any Term Loan (including the Maturity Date) or reduce the amount due on any such date provision hereof without the prior written consent of each Lender adversely affected therebyRevolving Lender;
(Civ) amend modify the definition of the term “Requisite Term Loan Lenders” or modify in any other manner the provisions number or percentage of the Term Loan Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Term Loan Lender;
(v) modify the definition of the term “Requisite Lenders” or, except as permitted under clauses (iii) and (iv) of this Section 3.3above, 3.4modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; or
(vi) amend, 3.12 modify or 3.13 waive (A) the amount of the Swingline Commitment or (B) the L/C Commitment Amount, in a manner that would by its terms alter the pro rata sharing of payments required therebyeach case, without the prior written consent of each Lender adversely affected thereby;
(D) amend or modify the provisions of this Section 12.4 or the definition of the terms “Required Requisite Revolving Lenders”, “Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby;
(E) release the Foresight Guaranty or the Hermes Export Credit Guarantee Documents prior to the Discharge Date without the prior written consent of each Lender (unless otherwise permitted pursuant to the Credit Documents); or
(F) amend, modify or otherwise affect the rights or duties of Administrative Agent or Hermes Agent hereunder without the prior written consent of Administrative Agent or Hermes Agent, respectively, acting as such at the effective date of such agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of such Lender.
Appears in 1 contract
Consent of Certain Lenders. Neither this Agreement nor any other Finance Document nor any provision hereof No amendment, waiver or thereof may be waived, amended or modified except (a) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders and (b) in the case of any other Finance Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders (except where the provisions of any Finance Document expressly provide otherwise); provided that no such agreement consent shall:
(Ai) decrease modify the definition of “Revolving Maturity Date” (except in accordance with Section 2.14), or forgive “Revolving Commitment Percentage”, otherwise postpone any date fixed for or forgive, any payment of principal of, or interest on, any Revolving Loans or for the principal amount ofpayment of Fees or any other Obligations, or extend the final maturity expiration date of any Letter of Credit beyond the Revolving Maturity Date in each case, without written consent of each Revolving Lender;
(ii) modify the definition of “5-Year Term Loan Maturity Date”, “5-Year Term Loan Availability Period” or “5-Year Term Loan Commitment Percentage”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or decrease the rate of interest (other than with respect to default interest) on, any 5-Year Term Loans or for the payment of Fees or any other Obligations owing to the 5-Year Term Loan Lenders, in each ease, without the prior written consent of each 5-Year Term Loan Lender;
(iii) modify the definition of “7-Year Term Loan Maturity Date”, “7-Year Term Loan Availability Period” or “7-Year Term Loan Commitment Percentage”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any 7-Year Term Loans or for the payment of Fees or any other Obligations owing to the 7-Year Term Loan Lenders, in each ease, without the written consent of each 7-Year Term Loan Lender;
(iv) modify the definition of “Term Loan Maturity Date”, “Term Loan Availability Period” or “Term Loan Commitment Percentage”, in each ease, without the written consent of each Term Loan Lender;
(v) modify the definition of the term “Requisite Class Lenders”, “Requisite Revolving Lenders” or modify in any other manner the Class or number or percentage of the Lenders of any Class required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender directly affected therebyof such Class;
(Bvi) extend modify the definition of the term “Requisite Lenders” or, except as permitted under clause (v) of this Section above, modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any date for payment of principal of rights hereunder or to modify any Term Loan (including the Maturity Date) or reduce the amount due on any such date provision hereof without the prior written consent of each Lender adversely affected thereby;Lender; or
(vii) while any Term Loans remain outstanding, amend, modify or waive (A) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to (1) require the Revolving Lenders to make Revolving Loans, (2) require an Issuing Bank to issue Letters of Credit or (3) require the Swingline Bank to make Swingline Loans, in each case, when such Lenders or such Issuing Bank would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) amend or modify the provisions of Section 3.3L/C Commitment Amount, 3.4, 3.12 or 3.13 in a manner that would by its terms alter the pro rata sharing of payments required therebyeach case, without the prior written consent of each Lender adversely affected thereby;
(D) amend or modify the provisions of this Section 12.4 or the definition of the terms “Required Requisite Revolving Lenders”, “Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby;
(E) release the Foresight Guaranty or the Hermes Export Credit Guarantee Documents prior to the Discharge Date without the prior written consent of each Lender (unless otherwise permitted pursuant to the Credit Documents); or
(F) amend, modify or otherwise affect the rights or duties of Administrative Agent or Hermes Agent hereunder without the prior written consent of Administrative Agent or Hermes Agent, respectively, acting as such at the effective date of such agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of such Lender.
Appears in 1 contract
Consent of Certain Lenders. Neither this Agreement nor any other Finance Document nor any provision hereof No amendment, waiver or thereof may be waived, amended or modified except (a) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders and (b) in the case of any other Finance Document, pursuant to an agreement or agreements in writing entered into by each party thereto and consented to by the Required Lenders (except where the provisions of any Finance Document expressly provide otherwise); provided that no such agreement consent shall:
(Ai) decrease modify the definition of “Revolving Maturity Date” (except in accordance with Section 2.14), or forgive “Revolving Commitment Percentage”, otherwise postpone any date fixed for or forgive, any payment of principal of, or interest on, any Revolving Loans or for the principal amount ofpayment of Fees or any other Obligations, or extend the final maturity expiration date of any Letter of Credit beyond the Revolving Maturity Date in each case, without written consent of each Revolving Lender;
(ii) modify the definition of “Term Loan A Maturity Date” or “Term Loan A Commitment Percentage”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or decrease the rate of interest (other than with respect to default interest) on, any Term Loan A advances or for the payment of Fees or any other Obligations owing to the Term Loan A Lenders, in each ease, without the prior written consent of each Term Loan A Lender;
(iii) modify the definition of “Term Loan B Maturity Date” or “Term Loan B Commitment Percentage”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loan B advances or for the payment of Fees or any other Obligations owing to the Term Loan B Lenders, in each ease, without the written consent of each Term Loan B Lender;
(iv) modify the definition of “Term Loan C Maturity Date” or “Term Loan C Commitment Percentage”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loan C advances or for the payment of Fees or any other Obligations owing to the Term Loan C Lenders, in each ease, without the written consent of each Term Loan C Lender;
(v) modify the definition of “Term Loan D Maturity Date” or “Term Loan D Commitment Percentage”, or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loan D advances or for the payment of Fees or any other Obligations owing to the Term Loan D Lenders, in each ease, without the written consent of each Term Loan D Lender;
(vi) modify the definition of “Term Loan Maturity Date” or “Term Loan Commitment Percentage”, in each ease, without the written consent of each Term Loan Lender;
(vii) modify the definition of the term “Requisite Class Lenders”, “Requisite Revolving Lenders” or modify in any other manner the Class or number or percentage of the Lenders of any Class required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender directly affected therebyof such Class;
(Bviii) extend modify the definition of the term “Requisite Lenders” or, except as permitted under clause (vii) of this Section above, modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any date for payment of principal of rights hereunder or to modify any Term Loan (including the Maturity Date) or reduce the amount due on any such date provision hereof without the prior written consent of each Lender adversely affected thereby;Lender; or
(ix) while any Term Loans remain outstanding, amend, modify or waive (A) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to (1) require the Revolving Lenders to make Revolving Loans, (2) require an Issuing Bank to issue Letters of Credit or (3) require the Swingline Bank to make Swingline Loans, in each case, when such Lenders or such Issuing Bank would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) amend or modify the provisions of Section 3.3L/C Commitment Amount, 3.4, 3.12 or 3.13 in a manner that would by its terms alter the pro rata sharing of payments required therebyeach case, without the prior written consent of each Lender adversely affected thereby;
(D) amend or modify the provisions of this Section 12.4 or the definition of the terms “Required Requisite Revolving Lenders”, “Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby;
(E) release the Foresight Guaranty or the Hermes Export Credit Guarantee Documents prior to the Discharge Date without the prior written consent of each Lender (unless otherwise permitted pursuant to the Credit Documents); or
(F) amend, modify or otherwise affect the rights or duties of Administrative Agent or Hermes Agent hereunder without the prior written consent of Administrative Agent or Hermes Agent, respectively, acting as such at the effective date of such agreement. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of such Lender.
Appears in 1 contract
