Consents under Loan Documents. Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.5, except that, except as otherwise provided in any separate agreement entered into among Administrative Agent and the Lenders, Administrative Agent shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents): (a) increase the Commitment of any Lender without the consent of such Lender; (b) reduce the principal amount of the Loans or reduce the interest rate thereon without the consent of each Lender affected thereby; (c) extend any stated payment date for principal of or interest on the Loans payable to any Lender without the consent of each Lender affected thereby; (d) release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 and any resigning Administrative Agent pursuant to Section 14.8) without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations in full in accordance with the terms of the Loan Documents); (e) release or subordinate in whole or in part any material portion of the collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral under the Security Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations in full in accordance with the terms of the Loan Documents); (f) modify any of the provisions of this Section 14.9, the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender; (g) modify the terms of any Event of Default without the consent of each Lender; or (h) consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (a) any modification or supplement of Article 14, or of any of the rights or duties of Administrative Agent hereunder, shall require the consent of Administrative Agent and (b) in the case of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith and (y) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the Project. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof.
Appears in 2 contracts
Samples: Acquisition and Project Loan Agreement (Acadia Realty Trust), Acquisition and Project Loan Agreement (Acadia Realty Trust)
Consents under Loan Documents. Except as otherwise provided in this Agreement, Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.59.9. Any other amendment, except thatwaiver or consent, except as otherwise provided to be effective, shall require the consent or agreement in writing of the Required Lenders, and any separate agreement entered into among such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, neither Administrative Agent and nor the Lenders, Administrative Agent Required Lenders shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):
(a) increase the Commitment of any Lender (provided that no such increase shall be deemed to result from the operation of the provisions of this Agreement which contain indemnification obligations of such Lender or obligations of such Lender with respect to the funding of Protective Advances or other sums as more fully provided in Sections 9.3(b), 9.3(c), and 9.3(d), 9.9 and 9.14 hereof) without the consent of such Lendereach Lender affected thereby;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon (exclusive of interest at the Default Rate to the extent it is in excess of interest at the non-Default Rate) without the consent of each Lender affected thereby;
(c) extend any stated payment date for principal of or interest on the Loans payable to any Lender or waive any material condition to the extension of the Maturity Date provided for in Section 2.9 without the consent of each Lender affected thereby;
(d) release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 10.6 and any resigning Administrative Agent pursuant to Section 14.8) without 9.5 and provided that any decision to waive or modify any affirmative, negative or financial covenant shall not be deemed a “release” for these purposes and may be granted by the consent of each Lender Required Lenders (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors Guarantor
(A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loan in full in accordance with the terms of the Loan Documents), without the consent of each Lender;
(e) release or subordinate in whole or in part any material portion of the collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral Collateral under the Security Collateral Documents and other Loan Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loan in full in accordance with the terms of the Loan Documents);
(f) modify any of the provisions of this Section 14.99.11, the definition of “Majority Required Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
(g) modify the terms of any Event of Default without the consent of each Lender; or
(h) consent to (i) the sale, transfer or encumbrance by Borrower of any portion of the Project Collateral (or any interest therein) or any direct or indirect ownership interest therein therein, except as otherwise provided in Section 7.13(a) and (ii) the incurrence by Borrower of any additional indebtedness secured by the ProjectProperty, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (aw) any modification or supplement of Article 149, or of any of the rights or duties of Administrative Agent hereunder, shall require the consent of Administrative Agent and Agent, (bx) any modification or supplement of any rights or obligations in respect of Sole Lead Arranger shall require the case consent of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith Sole Lead Arranger; and (y) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code UCC forms, and Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the ProjectAssumption Agreements. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such LenderXxxxxx’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Greystone Housing Impact Investors LP), Credit Agreement (Greystone Housing Impact Investors LP)
Consents under Loan Documents. Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.5, except that, except as otherwise provided in any separate agreement entered into among Administrative Agent and the Lenders, Administrative Agent shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):
(a) increase the Commitment of any Lender without the consent of such Lender;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon without the consent of each Lender affected thereby;
(c) increase the interest rate on the Loans (exclusive of imposing the Default Rate) without the consent of all Lenders;
(d) extend any stated payment date for principal of or interest on the Loans payable to any Lender without the consent of each Lender affected thereby;
(de) release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 12.24 and any resigning Administrative Agent pursuant to Section 14.8) 14.8 without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors (A) as expressly provided in the Loan Documents and (B) Guarantor upon payment of the Obligations in full in accordance with the terms of the Loan Documents);
(ef) release or subordinate in whole or in part any material portion of the collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral under the Security Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations in full in accordance with the terms of the Loan Documents);
(fg) modify any of the provisions of Section 12.2 or this Section 14.9, 14.9 or the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
(gh) modify the terms of of, or definition of, any Event of Default without the consent of each Lender; or;
(hi) consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender;
(j) A modification or waiver of conditions to extension of the Maturity Date without the consent of each Lender;
(k) A modification or waiver of any financial covenants of Borrower in the Loan Documents without the consent of the Majority Lenders;
(l) A material modification of the terms of any cash management arrangement or lockbox without the consent of the Majority Lenders; or
(m) a waiver of any Event of Default without consent of the Majority Lenders. Notwithstanding anything to the contrary contained in this Agreement, (a) any modification or supplement of Article ARTICLE 14, or of any of the rights or duties of Administrative Agent hereunder, shall require the consent of Administrative Agent and (b) in the case of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith and (y) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the Project. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if Administrative Agent’s request states that failure to respond within ten (10) Business Days shall be deemed consent and any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof.
Appears in 2 contracts
Samples: Term Loan Agreement (Acadia Realty Trust), Term Loan Agreement (Acadia Realty Trust)
Consents under Loan Documents. Except as otherwise provided in this Agreement, Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.510.5. Any other amendment, except thatwaiver or consent, except as otherwise provided to be effective, shall require the consent or agreement in writing of the Majority Lenders and Administrative Agent, and any separate agreement entered into among such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, neither Administrative Agent and nor the Lenders, Administrative Agent Majority Lenders shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):), and the following shall require the consent of all Lenders:
(a) increase the Commitment of any Lender (provided that no such increase shall be deemed to result from the operation of the provisions of this Agreement which contain indemnification obligations of such Lender or obligations of such Lender with respect to the funding of Protective Advances or other sums as more fully provided in Sections 10.3.2, 10.3.4, 10.3.7, 10.5 and 10.12 hereof) without the consent of such Lendereach Lender affected thereby;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon (exclusive of interest at the Default Rate to the extent it is in excess of interest at the non-Default Rate) or reduce any extension fee payable pursuant to Section 2.9 without the consent of each Lender affected thereby;
(c) extend any stated payment date for principal of or interest on the Loans payable to any Lender or waive any material condition to the extension of the Maturity Date provided for in Section 2.9 without the consent of each Lender affected thereby;
(d) release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 11.20 and any resigning Administrative Agent pursuant to Section 14.810.8 and provided that any decision to waive or modify any affirmative, negative or financial covenant shall not be deemed a “release” for these purposes and may be granted by the Majority Lenders, and any decision to waive or release Guarantor from liability with respect to its exposure under the Guaranty of Recourse Obligations for the matters referenced in Section 1.01 thereof may be granted by the Majority Lenders) without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors Guarantor (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Debt in full in accordance with the terms of the Loan Documents);
(e) release or subordinate in whole or in part any material portion of the collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral under the Security Mortgage and other Loan Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loan in full in accordance with the terms of the Loan Documents);
(f) modify any of the provisions of this Section 14.910.9, the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
(g) modify the terms of any Event of Default without the consent of each Lender; or;
(h) consent to (i) the sale, transfer or encumbrance by Borrower of any portion of the Project Property (or any interest therein) or any direct or indirect ownership interest therein and therein, except as otherwise provided in Section 5.25, (ii) the incurrence by Borrower of any additional indebtedness 91 secured by the ProjectProperty, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender, and (iii) cross-default the Loan with any other indebtedness;
(i) modify or waive any provision of (A) clauses (i), (iii), or (iv) of Section 2.9(a) or (B) Section 2.9(b);
(j) approve any Major Lease which covers fifty thousand (50,000) or more rentable square feet of the Improvements without the consent of the Majority Lenders;
(k) modify any material provision of Section 3.5 or the Cash Management Agreement, or waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of the Majority Lenders;
(l) approve of a replacement manager of the Property pursuant to Section 5.12 hereof or otherwise without the approval of the Majority Lenders unless such replacement manager (i) is a reputable management company having at least five (5) years’ experience in the management of commercial properties with similar uses as the Property and in New York metropolitan area, (ii) has, for at least five (5) years prior to its engagement as replacement manager, managed at least (5) properties of the same property type as the Property, and (iii) is not the subject of a bankruptcy or similar insolvency proceeding;
(m) approve any material increase in management fees under any Management Agreement without the approval of the Majority Lenders; or
(n) agree to any reduction in any insurance coverage required under Article 7 hereof with respect to the Property without the approval of the Majority Lenders. Notwithstanding anything to the contrary contained in this Agreement, (aw) any modification or supplement of Article 1410, or of any of the rights or duties of Administrative Agent hereunder, shall require the consent of Administrative Agent Agent, (x) any modification or supplement of any rights or obligations in respect of any Secured Swap Agreement shall require the consent of Administrative Agent; (y) any modification or supplement of any rights or obligations in respect of Sole Lead Arranger or Sole Bookrunner shall require the consent of Sole Lead Arranger or Sole Bookrunner, respectively; and (b) in the case of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith and (yz) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the ProjectProperty. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof.
Appears in 1 contract
Samples: Loan Agreement (American Realty Capital New York City REIT, Inc.)
Consents under Loan Documents. Except as expressly provided in this Agreement, any amendment, waiver or consent, to be effective, shall require the consent or agreement in writing of the Required Lenders and Administrative Agent, on the one hand, and the Borrower or applicable Credit Party, on the other hand, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, neither Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of nor the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.5, except that, except as otherwise provided in any separate agreement entered into among Administrative Agent and the Lenders, Administrative Agent Required Lenders shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise expressly required or contemplated under the Loan Documents):
(a) increase the Commitment of any Lender (provided that no such increase shall be deemed to result from the operation of the provisions of this Agreement which contain indemnification obligations of such Lender or obligations of such Lender with respect to the funding of Protective Advances or other sums as more fully provided in Sections 9.3 and 9.6 hereof) without the consent of such each Lender;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon (exclusive of interest at the Default Rate to the extent it is in excess of interest at the non-Default Rate) or reduce any extension fee payable pursuant to Section 2.20 or the Unused Fee without the consent of each Lender affected thereby;
(c) extend any stated payment date for principal of or interest on the Loans payable to any Lender or waive any material condition to the extension of the Maturity Date provided for in Section 2.17 without the consent of each Lender affected thereby;
(d) release Borrower, any Guarantor Credit Party or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 10.1(b) and any resigning Administrative Agent pursuant to Section 14.89.9 and provided that any decision to waive or modify any affirmative, negative or financial covenant shall not be deemed a “release” for these purposes and may be granted by the Required Lenders) without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors each Credit Party (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loans and termination of the Commitments in full in accordance with the terms of the Loan Documents);
(e) release or subordinate in whole or in part any material portion of the collateral Collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral Collateral under the Security Pledge or the Mortgage or other Loan Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loans and all Unreimbursed Amounts and fees, termination of the Commitments in full and reduction of all L/C Obligations to zero, in accordance with the terms of the Loan Documents);
(f) modify the definition of Borrowing Base, Value-Based Borrowing Base Limit, DSCR-Based Borrowing Base Limit or any of the definitions directly related thereto without the approval of each Lender; or
(g) modify any of the provisions of this Section 14.99.10, the definition of “Majority Required Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
. Provided, however, that: (g) modify the terms of any Event of Default without the consent of each Lender; or
(h) consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (aA) any modification or supplement of Article 149, or of any of the rights or duties of Administrative Agent hereunder, and the waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Administrative Agent, (B) any modification or supplement of any term of this Agreement or of any other Loan Document relating to any rights or obligations of the Lender then providing any Swap Contract hereunder and the waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Administrative Agent and the Lender then providing any Swap Contract hereunder; (bC) in no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the case consent of Change Orders, all Lenders or each affected Lender may be effected with the Lenders hereby authorize Administrative Agent (on behalf consent of the applicable Lenders other than Defaulting Lenders), except that (x) to modify the Loan Documents to Commitment of any Defaulting Lender may not be increased or extended without the extent reasonably necessary to comply with the requirements consent of the Lien Law in connection therewith such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (D) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and and, if applicable, subordination and non-disturbance agreements with tenants at the ProjectBorrowing Base Property; (E) any modification or supplement of any term of this Agreement or of any other Loan Document relating to the Letters of Credit, the L/C Obligations or any of the rights or duties of the L/C Issuer hereunder and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of the L/C Issuer; and (F) any modification or supplement of any term of this Agreement or of any other Loan Document relating to the Swingline Loans or any of the rights or duties of Swingline Lender hereunder and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Swingline Lender. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, provided notice of such request was given in compliance with the notice provisions of this Agreement, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof.
Appears in 1 contract
Samples: Loan Agreement (GTJ REIT, Inc.)
Consents under Loan Documents. Except as otherwise provided in this Agreement, Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.59.9. Any other amendment, except thatwaiver or consent, except as otherwise provided to be effective, shall require the consent or agreement in writing of the Required Lenders, and any separate agreement entered into among such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, neither Administrative Agent and nor the Lenders, Administrative Agent Required Lenders shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):
(a) increase the Commitment of any Lender (provided that no such increase shall be deemed to result from the operation of the provisions of this Agreement which contain indemnification obligations of such Lender or obligations of such Lender with respect to the funding of Protective Advances or other sums as more fully provided in Sections 9.3(b), 9.3(c), and 9.3(d), 9.9 and 9.14 hereof) without the consent of such Lendereach Lender affected thereby;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon (exclusive of interest at the Default Rate to the extent it is in excess of interest at the non-Default Rate) without the consent of each Lender affected thereby;
(c) extend any stated payment date for principal of or interest on the Loans payable to any Lender or waive any material condition to the extension of the Maturity Date provided for in Section 2.9 without the consent of each Lender affected thereby;
(d) release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 10.6 and any resigning Administrative Agent pursuant to Section 14.8) without 9.5 and provided that any decision to waive or modify any affirmative, negative or financial covenant shall not be deemed a “release” for these purposes and may be granted by the consent of each Lender Required Lenders (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors Guarantor (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loan in full in accordance with the terms of the Loan Documents), without the consent of each Lender;
(e) release or subordinate in whole or in part any material portion of the collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral Collateral under the Security Collateral Documents and other Loan Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loan in full in accordance with the terms of the Loan Documents);
(f) modify any of the provisions of this Section 14.99.11, the definition of “Majority Required Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
(g) modify the terms of any Event of Default without the consent of each Lender; or
(h) consent to (i) the sale, transfer or encumbrance by Borrower of any portion of the Project Collateral (or any interest therein) or any direct or indirect ownership interest therein therein, except as otherwise provided in Section 7.13(a) and (ii) the incurrence by Borrower of any additional indebtedness secured by the ProjectProperty, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (aw) any modification or supplement of Article 149, or of any of the rights or duties of Administrative Agent hereunder, shall require the consent of Administrative Agent and Agent, (bx) any modification or supplement of any rights or obligations in respect of Sole Lead Arranger shall require the case consent of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith Sole Lead Arranger; and (y) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code UCC forms, and Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the ProjectAssumption Agreements. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such LenderXxxxxx’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof.
Appears in 1 contract
Samples: Credit Agreement (Greystone Housing Impact Investors LP)
Consents under Loan Documents. Except as expressly provided in this Agreement, any amendment, waiver or consent, to be effective, shall require the consent or agreement in writing of the Required Lenders and Administrative Agent, on the one hand, and the Borrower or applicable Credit Party, on the other hand, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, neither Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of nor the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.5, except that, except as otherwise provided in any separate agreement entered into among Administrative Agent and the Lenders, Administrative Agent Required Lenders shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):
(a) increase the Commitment of any Lender (provided that no such increase shall be deemed to result from the operation of the provisions of this Agreement which contain indemnification obligations of such Lender or obligations of such Lender with respect to the funding of Protective Advances or other sums as more fully provided in Sections 8.03, 8.05 and 8.12 hereof) without the consent of such Lendereach Lender affected thereby;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon (exclusive of interest at the Default Rate to the extent it is in excess of interest at the non-Default Rate) or reduce any extension fee payable pursuant to Section 2.20(c)(iii) or the Unused Fee without the consent of each Lender affected thereby;
(c) extend any stated payment date for principal of or interest on the Loans payable to any Lender or waive any material condition to the extension of the Maturity Date provided for in Section 2.20 without the consent of each Lender affected thereby;
(d) release Borrower, any Guarantor Credit Party or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 10.05(b) and any resigning Administrative Agent pursuant to Section 14.88.08 and provided that any decision to waive or modify any affirmative, negative or financial covenant shall not be deemed a “release” for these purposes and may be granted by the Required Lenders) without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors each Credit Party (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loans and termination of the Commitments in full in accordance with the terms of the Loan Documents);
(e) release or subordinate in whole or in part any material portion of the collateral Collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral Collateral under the Security Pledge or the Mortgage or other Loan Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loans and all Unreimbursed Amounts and fees, termination of the Commitments in full and reduction of all L/C Obligations to zero, in accordance with the terms of the Loan Documents);; or
(f) modify any of the provisions of this Section 14.98.10, the definition of “Majority Required Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
. Provided, however, that: (g) modify the terms of any Event of Default without the consent of each Lender; or
(h) consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (aA) any modification or supplement of Article 14VIII, or of any of the rights or duties of Administrative Agent hereunder, and the waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Administrative Agent, (B) any modification or supplement of any term of this Agreement or of any other Loan Document relating to any rights or obligations of the Lender then providing any Swap Contract hereunder and the waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Administrative Agent and the Lender then providing any Swap Contract hereunder; (bC) any modification or supplement of any term of this Agreement or of any other Loan Document relating to any rights or obligations in respect of Sole Lead Arranger or Sole Bookrunner and any waiver of the case performance or observance by Borrower or any other Credit Party or any Subsidiary of Change Ordersany such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Sole Lead Arranger or Sole Bookrunner, respectively; (D) any modification or supplement of any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Revolving Lenders, and not any other Lenders, and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require, and may be granted with, and only with, the Lenders hereby authorize Administrative Agent (on behalf written consent of the Required Revolving Lenders); (E) to modify the any modification or supplement of any term of this Agreement or of any other Loan Documents Document relating to the extent reasonably necessary rights or obligations of the Term Lenders, and not any other Lenders, and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require, and may be granted with, and only with, the written consent of the Required Term Lenders; (F) no Defaulting Lender shall have any right to comply approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the requirements consent of the Lien Law in connection therewith applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (G) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and and, if applicable, subordination and non-disturbance agreements with tenants at the ProjectBorrowing Base Property; (H) any modification or supplement of any term of this Agreement or of any other Loan Document relating to the Letters of Credit, the L/C Obligations or any of the rights or duties of the L/C Issuer hereunder and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of the L/C Issuer; and (I) any modification or supplement of any term of this Agreement or of any other Loan Document relating to the Swingline Loans or any of the rights or duties of Swingline Lender hereunder and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Swingline Lender. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof.
Appears in 1 contract
Samples: Credit Agreement (American Realty Capital New York Recovery Reit Inc)
Consents under Loan Documents. Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.5, except that, except as otherwise provided in any separate agreement entered into among Administrative Agent and the Lenders, Administrative Agent shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):
(a) increase the Commitment of any Lender without the consent of such Lender;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon without the consent of each Lender affected thereby;
(c) extend any stated payment date for principal of or interest on the Loans payable to any Lender without the consent of each Lender affected thereby;
(d) release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 and any resigning Administrative Agent pursuant to Section 14.8) without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors (A) as expressly provided in the Loan Documents and (B) upon payment and, if not expressly provided, with the consent of the Obligations in full in accordance with the terms Majority Lenders (a) grant any consent or approval required of it or (b) consent to any modification, supplement or waiver under any of the Loan Documents);
(e) release or subordinate in whole or in part any material portion of ; provided that the collateral given as security for the Loans without the consent of each Lender (except that no such consent foregoing shall be required, and Administrative Agent is hereby authorized, not apply to release any Lien covering the collateral under the Security Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations in full in accordance with the terms of the Loan Documents);
(f) modify any of the provisions of this Section 14.9, the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
(g) modify the terms of any Event of Default without the consent of each Lender; or
(h) consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (a) any modification or supplement of Article 14, or of any of the rights or duties of Administrative Agent hereunder, shall require the consent of Administrative Agent and (b) in the case of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith and (y) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the Project14.3. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan DocumentsDocuments (other than under Section 14.3 hereof, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, other than with respect to the decisions by the Lenders under Section 12.2(1)(a), if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof. Borrower and such successor. With regard to any action described in this Section 14.9 for which Lender’s consent is required, Administrative Agent shall submit such request for Lender’s approval in an envelope labeled “Priority” and delivered to Lender by overnight delivery and otherwise in accordance with the provisions of Section 12.1 and which request shall state at the top of the first page in bold lettering in 14 pt. font “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AND YOUR FAILURE TO RESPOND MAY BE DEEMED TO CONSTITUTE YOUR CONSENT TO THE ACTION FOR WHICH YOUR CONSENT IS SOLICITED.”
Appears in 1 contract
Consents under Loan Documents. Administrative Agent may (without any Lender’s consent) give Notwithstanding the provisions of this Agreement which provide that certain matters require the consent or withhold its agreement to any amendments approval of the Loan Documents or Required Lenders, the Agent and the Lenders hereby agree that: (a) the following matters shall require the consent of the Super-Required Lenders: (i) any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care event described in Section 14.57.8, except that(ii) the waiver of any Event of Default described in Section 8.1, except as otherwise provided in any separate agreement entered into among Administrative Agent and the Lenders, Administrative Agent shall not agree to the following (provided that no Lender’s consent shall be required for or arising out of a breach of any of the financial covenants set forth in Section 6.13; and (b) the following which are otherwise required or contemplated under matters shall require the Loan Documents):consent of all of the Lenders:
(ai) any increase or extension of the Commitment of any Lender without the consent of such Lender;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon without the consent of each Lender affected thereby;
(c) extend any stated payment date for principal of or interest on the Loans payable except pursuant to any Lender without the consent of each Lender affected thereby;
(d) release Borrower, any Guarantor or any other party from liability assignment made under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 and any resigning Administrative Agent pursuant to Section 14.8) without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations in full in accordance with the terms of the Loan DocumentsSection 11.21.2);
(e) release or subordinate in whole or in part any material portion of the collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral under the Security Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations in full in accordance with the terms of the Loan Documents);
(f) modify any of the provisions of this Section 14.9, the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
(g) modify the terms of any Event of Default without the consent of each Lender; or
(h) consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower postponement or delay of any additional indebtedness secured date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Agent, the Lenders, or any of them, hereunder or under any other Loan Documents; (iii) any reduction or forgiveness of any outstanding principal or interest; (iv) any change in any Effective Rate specified herein or in the Notes, with respect to the Loans; (v) any reduction or forgiveness of any Facility Fees, late fees or other fees or other amounts payable hereunder or under any other Loan Document; (vi) any change in the percentage of the Committed Shares required for the Lenders or any of them to take any action hereunder; (vii) any amendment of this Section or any provision herein providing for consent or any other action by the ProjectRequired Lenders, in each case the Super-Required Lenders, or all of the Lenders; (viii) any release of any Collateral or other termination of any Lien under the Mortgage or any other Security Document, except that the Agent may grant a Partial Release therefrom pursuant to the extent such consent is required under the Loan Documents terms of Section 3.2; or (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (aix) any modification or supplement of Article 14, or release of any of the Borrowers from their Obligations. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by the Agent, in addition to the Required Lenders, the Super-Required Lenders, or all of the Lenders, as the case may be, affect the rights or duties of Administrative the Agent hereunder, shall require the consent of Administrative Agent and (b) in the case of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith and (y) Administrative Agent is hereby authorized to enter into modifications under this Agreement or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the Project. If Administrative Agent solicits any consents or approvals from the Lenders under any of the other Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereofDocument.
Appears in 1 contract
Consents under Loan Documents. Except as expressly provided in this Agreement, any amendment, waiver or consent, to be effective, shall require the consent or agreement in writing of the Required Lenders and Administrative Agent, on the one hand, and the Borrower or applicable Credit Party, on the other hand, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, neither Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of nor the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.5, except that, except as otherwise provided in any separate agreement entered into among Administrative Agent and the Lenders, Administrative Agent Required Lenders shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):
(a) increase the Commitment of any Lender (provided that no such increase shall be deemed to result from the operation of the provisions of this Agreement which contain indemnification obligations of such Lender or obligations of such Lender with respect to the funding of Protective Advances or other sums as more fully provided in Sections 8.03, 8.05 and 8.12 hereof) without the consent of such Lendereach Lender affected thereby;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon (exclusive of interest at the Default Rate to the extent it is in excess of interest at the non-Default Rate) or reduce any extension fee payable pursuant to Section 2.20(c)(iii) or the Unused Commitment Fee or the Facility Fee without the consent of each Lender affected thereby;
(c) extend any stated payment date for principal of or interest on the Loans payable to any Lender or waive any material condition to the extension of the Maturity Date provided for in Section 2.20 without the consent of each Lender affected thereby;
(d) release Borrower, any Guarantor Credit Party or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 10.05(b) and any resigning Administrative Agent pursuant to Section 14.88.08 and provided that any decision to waive or modify any affirmative, negative or financial covenant shall not be deemed a “release” for these purposes and may be granted by the Required Lenders) without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors each Credit Party (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loans and termination of the Commitments in full in accordance with the terms of the Loan Documents);
(e) release or subordinate in whole or in part any material portion of the collateral Collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral Collateral under the Security Pledge or the Mortgage or other Loan Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loans and all Unreimbursed Amounts and fees, termination of the Commitments in full and reduction of all L/C Obligations to zero, in accordance with the terms of the Loan Documents);; or
(f) modify any of the provisions of this Section 14.98.10, the definition of “Majority Required Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
. Provided, however, that: (g) modify the terms of any Event of Default without the consent of each Lender; or
(h) consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (aA) any modification or supplement of Article 14VIII, or of any of the rights or duties of Administrative Agent hereunder, and the waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Administrative Agent, (B) any modification or supplement of any term of this Agreement or of any other Loan Document relating to any rights or obligations of the Lender then providing any Swap Contract hereunder and the waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Administrative Agent and the Lender then providing any Swap Contract hereunder; (bC) any modification or supplement of any term of this Agreement or of any other Loan Document relating to any rights or obligations in respect of Sole Lead Arranger or Sole Bookrunner and any waiver of the case performance or observance by Borrower or any other Credit Party or any Subsidiary of Change Ordersany such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Sole Lead Arranger or Sole Bookrunner, respectively; (D) any modification or supplement of any term of this Agreement or of any other Loan Document relating to the rights or obligations of the Revolving Lenders, and not any other Lenders, and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require, and may be granted with, and only with, the Lenders hereby authorize Administrative Agent (on behalf written consent of the Required Revolving Lenders); (E) to modify the any modification or supplement of any term of this Agreement or of any other Loan Documents Document relating to the extent reasonably necessary rights or obligations of the Term Lenders, and not any other Lenders, and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require, and may be granted with, and only with, the written consent of the Required Term Lenders; (F) no Defaulting Lender shall have any right to comply approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the requirements consent of the Lien Law in connection therewith applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender; (G) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and and, if applicable, subordination and non-disturbance agreements with tenants at the ProjectBorrowing Base Property; (H) any modification or supplement of any term of this Agreement or of any other Loan Document relating to the Letters of Credit, the L/C Obligations or any of the rights or duties of the L/C Issuer hereunder and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of the L/C Issuer; and (I) any modification or supplement of any term of this Agreement or of any other Loan Document relating to the Swingline Loans or any of the rights or duties of Swingline Lender hereunder and any waiver of the performance or observance by Borrower or any other Credit Party or any Subsidiary of any such terms (either generally or in a particular instance and either retroactively or prospectively) shall require the consent of Swingline Lender. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof.
Appears in 1 contract
Consents under Loan Documents. Except as otherwise provided in Section 13.2 hereof with respect to this Agreement, the Administrative Agent may may, with the prior consent of the Required Lenders (without any Lender’s consent) give or withhold its agreement but not otherwise), consent to any amendments modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided in this Agreement or in the Security Documents) consent to any modification, supplement or waiver under any of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.5, except that, except as otherwise provided in any separate agreement entered into among Administrative Agent and the Lenders, Administrative Agent shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):
would (a) increase the Commitment of any Lender without the consent of such Lender;
(b) reduce the principal amount of the Loans or reduce Revolving Credit Loan, (b) extend the interest rate thereon without the consent of each Lender affected thereby;
Revolving Credit Loan Maturity Date, (c) extend any stated modify the payment date for principal terms of or interest on the Loans payable to any Lender without the consent of each Lender affected thereby;
Revolving Credit Loan, (d) release Borrowerreduce any Applicable Margin with respect to the Revolving Credit Loan or otherwise modify the interest payment terms relating thereto, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 and any resigning Administrative Agent pursuant to Section 14.8) without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations in full in accordance with the terms of the Loan Documents);
(e) reduce the amount of any fees payable by the Borrower, (f) postpone the scheduled payment of any interest or fees, (g) release all or subordinate in whole or in part any material a substantial portion of the collateral given as security Collateral for the Revolving Credit Loans without the consent or any guarantee of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral under the Security Documents (A) as expressly provided in the Loan Documents and (B) upon payment portion of the Obligations in full in accordance with the terms of the Loan Documents);
Loans, (fh) modify change any of the provisions of this Section 14.9, the definition of “Majority Lenders” 12.9 or any other provision in the Loan Documents hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder hereunder or under the Loan Documents or to make any determination or grant any consent thereunder without the consent of each Lender;
hereunder, or (gi) modify the terms definition of any Event of Default without the consent of each Lender; or
Required Lenders, (h) consent to (i) the sale, transfer or encumbrance of any portion of the Project (or any interest therein) or any direct or indirect ownership interest therein and (ii) the incurrence by Borrower of any additional indebtedness secured by the Project, in each case to the extent except that no such consent is required under shall be required, and the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (a) any modification or supplement of Article 14, or of any of the rights or duties of Administrative Agent hereunder, shall require the consent of Administrative Agent and (b) in the case of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith and (y) Administrative Agent is hereby authorized authorized, to enter into modifications release any Lien covering property or amendments to the assets of any Loan Documents Party or any Affiliate thereof which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the Project. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was is the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent Permitted Lien (other than pursuant to Section 7.1(a) hereof) or approval shall be in writing and shall include the subject of a description disposition of property or assets permitted hereunder or under the matter Security Documents or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereofthe Required Lenders have consented.
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Consents under Loan Documents. Except as otherwise provided in this Agreement, Administrative Agent may (without any Lender’s consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s standard of care described in Section 14.510.5. Any other amendment, except thatwaiver or consent, except as otherwise provided to be effective, shall require the consent or agreement in writing of the Majority Lenders and Administrative Agent, and any separate agreement entered into among such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, neither Administrative Agent and nor the Lenders, Administrative Agent Majority Lenders shall not agree to the following (provided that no Lender’s consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):
(a) 10.9.1 increase the Commitment of any Lender without (provided that no such increase shall be deemed to result from the consent operation of the provisions of this Agreement which contain indemnification obligations of such Lender;
(bLender or obligations of such Lender with respect to the funding of Protective Advances or other sums as more fully provided in Sections 10.3.2, 10.3.4, 10.3.7, 10.5 and 10.12 hereof) reduce the principal amount of the Loans or reduce the interest rate thereon without the consent of each Lender affected thereby;
10.9.2 reduce the outstanding Principal of the Loans or reduce the interest rate thereon (cexclusive of interest at the Default Rate to the extent it is in excess of interest at the non-Default Rate) without the consent of each Lender affected thereby;
10.9.3 extend any stated payment date for principal of or interest on the Loans payable to any Lender without the consent of each Lender affected thereby;
(d) 10.9.4 release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 11.20 and any resigning Administrative Agent pursuant to Section 14.810.8 and provided that any decision to waive or modify any affirmative, negative or financial covenant shall not be deemed a “release” for these purposes and may be granted by the Majority Lenders, and any decision to waive or release Guarantor from liability with respect to its exposure under the Guaranty of Recourse Obligations for the matters referenced in Section 1 thereof may be granted by the Majority Lenders) without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors Guarantor (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loan in full in accordance with the terms of the Loan Documents);
(e) 10.9.5 release or subordinate in whole or in part any material portion of the collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral under the Security Mortgage and other Loan Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loan in full in accordance with the terms of the Loan Documents);
(f) 10.9.6 modify any of the provisions of this Section 14.910.9, the definition of “Majority Lenders” or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
(g) 10.9.7 modify the terms of any Event of Default without the consent of each Lender; or
(h) 10.9.8 consent to (i) the sale, transfer or encumbrance by Borrower of any portion of the Project Property (or any interest therein) or any direct or indirect ownership interest therein therein, except as otherwise provided in Section 5.25 and (ii) the incurrence by Borrower of any additional indebtedness secured by the ProjectProperty, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (aw) any modification or supplement of Article 1410, or of any of the rights or duties of Administrative Agent hereunder, shall require the consent of Administrative Agent Agent, (x) any modification or supplement of any rights or obligations in respect of any Secured Swap Agreement shall require the consent of Administrative Agent; (y) any modification or supplement of any rights or obligations in respect of Sole Lead Arranger or Sole Bookrunner shall require the consent of Sole Lead Arranger or Sole Bookrunner, respectively; and (b) in the case of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith and (yz) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code forms, Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the ProjectProperty. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s interest with respect to the matter which was the subject of Administrative Agent’s solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s recommended course of action or determination in respect thereof.
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Consents under Loan Documents. Except as otherwise provided in this Agreement, Administrative Agent may (without any Lender’s 's consent) give or withhold its agreement to any amendments of the Loan Documents or any waivers or consents in respect thereof or exercise or refrain from exercising any other rights or remedies which Administrative Agent may have under the Loan Documents or otherwise provided that such actions do not, in Administrative Agent’s 's reasonable judgment, materially adversely affect the value of any collateral, taken as a whole, or represent a departure from Administrative Agent’s 's standard of care described in Section 14.59.9. Any other amendment, except thatwaiver or consent, except as otherwise provided to be effective, shall require the consent or agreement in writing of the Required Lenders, and any separate agreement entered into among such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, neither Administrative Agent and nor the Lenders, Administrative Agent Required Lenders shall not agree to the following (provided that no Lender’s 's consent shall be required for any of the following which are otherwise required or contemplated under the Loan Documents):
(a) increase the Commitment of any Lender (provided that no such increase shall be deemed to result from the operation of the provisions of this Agreement which contain indemnification obligations of such Lender or obligations of such Lender with respect to the funding of Protective Advances or other sums as more fully provided in Sections 9.3(b), 9.3(c), and 9.3(d), 9.9 and 9.14 hereof) without the consent of such Lendereach Lender affected thereby;
(b) reduce the principal amount of the Loans or reduce the interest rate thereon (exclusive of interest at the Default Rate to the extent it is in excess of interest at the non-Default Rate) without the consent of each Lender affected thereby;
(c) extend any stated payment date for principal of or interest on the Loans payable to any Lender or waive any material condition to the extension of the Maturity Date provided for in Section 2.9 without the consent of each Lender affected thereby;
(d) release Borrower, any Guarantor or any other party from liability under the Loan Documents (except for any assigning Lender pursuant to Section 12.23 10.6 and any resigning Administrative Agent pursuant to Section 14.8) without 9.5 and provided that any decision to waive or modify any affirmative, negative or financial covenant shall not be deemed a "release" for these purposes and may be granted by the consent of each Lender Required Lenders (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release Borrower and Guarantors Guarantor
(A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loan in full in accordance with the terms of the Loan Documents);
(e) release or subordinate in whole or in part any material portion of the collateral given as security for the Loans without the consent of each Lender (except that no such consent shall be required, and Administrative Agent is hereby authorized, to release any Lien covering the collateral Collateral under the Security Collateral Documents and other Loan Documents (A) as expressly provided in the Loan Documents and (B) upon payment of the Obligations Loan in full in accordance with the terms of the Loan Documents);
(f) modify any of the provisions of this Section 14.99.11, the definition of “Majority "Required Lenders” " or any other provision in the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the consent of each Lender;
(g) modify the terms of any Event of Default without the consent of each Lender; or
(h) consent to (i) the sale, transfer or encumbrance by Borrower of any portion of the Project Collateral (or any interest therein) or any direct or indirect ownership interest therein therein, except as otherwise provided in Section 7.13(a) and (ii) the incurrence by Borrower of any additional indebtedness secured by the ProjectProperty, in each case to the extent such consent is required under the Loan Documents (and subject to any standard of reasonability set forth therein) without the consent of each Lender. Notwithstanding anything to the contrary contained in this Agreement, (aw) any modification or supplement of Article 149, or of any of the rights or duties of Administrative Agent hereunder, shall require the consent of Administrative Agent and Agent, (bx) any modification or supplement of any rights or obligations in respect of Sole Lead Arranger shall require the case consent of Change Orders, the Lenders hereby authorize Administrative Agent (on behalf of the Lenders) to modify the Loan Documents to the extent reasonably necessary to comply with the requirements of the Lien Law in connection therewith Sole Lead Arranger; and (y) Administrative Agent is hereby authorized to enter into modifications or amendments to the Loan Documents which are ministerial in nature, including the preparation and execution of Uniform Commercial Code UCC forms, and Assignments and Assumptions and subordination and non-disturbance agreements with tenants at the ProjectAssumption Agreements. If Administrative Agent solicits any consents or approvals from the Lenders under any of the Loan Documents, each Lender shall within ten (10) Business Days of receiving such request, give Administrative Agent written notice of its consent or approval or denial thereof; provided that, if any Lender does not respond within such ten (10) Business Days, such Lender shall be deemed to have authorized Administrative Agent to vote such Lender’s 's interest with respect to the matter which was the subject of Administrative Agent’s 's solicitation as Administrative Agent elects. Any such solicitation by Administrative Agent for a consent or approval shall be in writing and shall include a description of the matter or thing as to which such consent or approval is requested and shall include Administrative Agent’s 's recommended course of action or determination in respect thereof.
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Samples: Credit Agreement (America First Multifamily Investors, L.P.)
