Common use of Decisions; Amendments, Etc Clause in Contracts

Decisions; Amendments, Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Lenders or Issuing Banks under this Agreement shall be effective unless in writing signed by the Obligors and Credit Facility Agent (acting on the instruction of the Required Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) the consent of each Lender or each Issuing Bank directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.09 (Incremental Commitments) or with respect to incurrence of any Additional Senior Debt to which such Lender has agreed to participate) of or change to the order of application of any reduction in any Commitments or change to the order of application of any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.07 (Termination or Reduction of Commitments), Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance) or waiver of any Loan Facility Event of Default, Unmatured Loan Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 (Mandatory Prepayment)) payable to any Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance), Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio); (C) extensions of the Final Maturity Date or Working Capital Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, interest or amortization payment (as applicable) under Section 4.01 (Repayment of Term Loan Advances), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any condition precedent or the waiver of any Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio will not constitute an extension of the Final Maturity Date); and (D) Modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments); (ii) the consent of each Lender and each Issuing Bank will be required with respect to: (A) changes to any provision of this Section 11.01, the definition of Required Lenders, or any other provision hereof specifying the number or percentage of Lenders or Issuing Banks required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents); (C) releases of all or a substantial portion of the value of the Guarantee by the Guarantor under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents); (D) assignment or transfer by any Obligor of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement; (E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f), (g), (h) and (i) (All Loan Facilities Decisions) of the Intercreditor Agreement; provided, that the consent of all Lenders will be required with respect to Schedule 1(b) (All Loan Facilities Decisions) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; and (F) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); and (iii) the consent of any Lender (other than any Lender that is an Obligor, the Pledgor or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement) will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor. (b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Lender that is an Obligor or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision. (c) In the event that the Credit Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Lenders or Issuing Banks are required to vote or make a Decision, a vote shall be taken among the Lenders or Issuing Banks in the timeframe reasonably specified by the Credit Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Credit Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement). (d) No vote shall be required for any Decision or other action permitted to be taken by any individual Lender or any individual Issuing Bank pursuant to Section 9.03(b) (Action Upon Event of Default) of this Agreement, and the Credit Facility Agent shall be authorized to act at the direction of any Lender or any Issuing Bank in respect of any such Decision or action. (e) Subject to clause (f) below, in the event any Lender or any Issuing Bank does not cast its votes by the later of (i) the timeframe specified by the Credit Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Credit Facility Agent to deliver a notice to such Lender or Issuing Bank, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Credit Facility Agent), its vote shall be disregarded. If such Lender or Issuing Bank (A) has not advised the Credit Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Credit Facility Agent that it has determined to abstain from voting on such Decision, such Lender or Issuing Bank shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Lenders for the purpose of determining whether the Required Lenders have made a decision with respect to such action. Such Lender hereby waives any and all rights it may have to object to or seek relief from the decision of the Lenders voting with respect to such issue and agrees to be bound by such decision. (f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Lenders or Issuing Banks or the consent of each affected Lender and Issuing Bank, as applicable, as set forth in Section 11.01(a)(i) and (ii) (Decisions; Amendments, Etc.) above. (g) The agreements contemplated by this Section 11.01 (

Appears in 3 contracts

Samples: Credit Facility Agreement (Venture Global, Inc.), Credit Facility Agreement (Venture Global, Inc.), Credit Facility Agreement (Venture Global, Inc.)

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Decisions; Amendments, Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Lenders or Issuing Banks under this Agreement shall be effective unless in writing signed by the Obligors and the Credit Facility Agent (acting on the instruction of the Required Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) the consent of each Lender or each Issuing Bank directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.09 2.08 (Incremental Commitments) or with respect to incurrence of any Additional Senior Debt to which such Lender has agreed to participate) of or change to the order of application of any reduction in any Commitments or change to the order of application of any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.07 (Termination or Reduction of Commitments), Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 (Conditions to Initial Closing), Section 7.02 (Conditions to Upsize Closing), Section 7.03 (Conditions to Each Term Loan Advance) or Section 7.03 7.04 (Conditions to Each Working Capital Advance) or waiver of any Loan Facility Event of Default, Unmatured Loan Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 (Mandatory Prepayment)) payable to any Lender or Issuing Bank hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 (Conditions to Initial Closing), Section 7.02 (Conditions to Upsize Closing), Section 7.03 (Conditions to Each Term Loan Advance) or Section 7.03 7.04 (Conditions to Each Working Capital Advance), Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio); (C) extensions of the Final Maturity Date or Working Capital Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, interest or amortization payment (as applicable) under Section 4.01 (Repayment of Term Loan Advances), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any condition precedent or the waiver of any Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio will not constitute an extension of the Final Maturity Date); and (D) Modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments); (ii) the consent of each Lender and each Issuing Bank will be required with respect to: (A) changes to any provision of this Section 11.01, the definition of Required Lenders, or any other provision hereof specifying the number or percentage of Lenders or Issuing Banks required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents); (C) releases of all or a substantial portion of the value of the Guarantee by the Guarantor under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents); (D) assignment or transfer by any Obligor of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement; (E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f), (g), (h) and (i) (All Loan Facilities Decisions) of the Intercreditor Agreement; provided, that the consent of all Lenders will be required with respect to Schedule 1(b) (All Loan Facilities Decisions) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; and (F) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); and (iii) the consent of any Lender (other than any Lender that is an Obligor, the Pledgor or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement) will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor. (b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Lender that is an Obligor or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision. (c) In the event that the Credit Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Lenders or Issuing Banks are required to vote or make a Decision, a vote shall be taken among the Lenders or Issuing Banks in the timeframe reasonably specified by the Credit Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Credit Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement). (d) No vote shall be required for any Decision or other action permitted to be taken by any individual Lender or any individual Issuing Bank pursuant to Section 9.03(b) (Action Upon Event of Default) of this Agreement, and the Credit Facility Agent shall be authorized to act at the direction of any Lender or any Issuing Bank in respect of any such Decision or action. (e) Subject to clause (f) below, in the event any Lender or any Issuing Bank does not cast its votes by the later of (i) the timeframe specified by the Credit Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Credit Facility Agent to deliver a notice to such Lender or Issuing Bank, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Credit Facility Agent), its vote shall be disregarded. If such Lender or Issuing Bank (A) has not advised the Credit Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Credit Facility Agent that it has determined to abstain from voting on such Decision, such Lender or Issuing Bank shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Lenders for the purpose of determining whether the Required Lenders have made a decision with respect to such action. Such Lender hereby waives any and all rights it may have to object to or seek relief from the decision of the Lenders voting with respect to such issue and agrees to be bound by such decision. (f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Lenders or Issuing Banks or the consent of each affected Lender and Issuing Bank, as applicable, as set forth in Section 11.01(a)(i) and (ii) (Decisions; Amendments, Etc.) above. (g) The agreements contemplated by this Section 11.01 (

Appears in 2 contracts

Samples: Credit Facility Agreement (Venture Global, Inc.), Credit Facility Agreement (Venture Global, Inc.)

Decisions; Amendments, Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Term Lenders or Issuing Banks under this Agreement shall be effective unless in writing signed by the Obligors Loan Parties and Credit Term Loan Facility Agent (acting on the instruction of the Required Term Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) the consent of each Term Lender or each Issuing Bank directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.09 2.06 (Incremental CommitmentsExtensions of Term Loans) above or with respect to incurrence of any Additional Senior Debt to which such Term Lender has agreed to participate) of or change to the order of application of any reduction in any Term Loan Facility Debt Commitments or change to the order of application of any prepayment of Term Loans from the application thereof set forth in the applicable provisions of Section 2.07 2.05 (Termination or Reduction of Commitments), Section 4.11 3.09 (Voluntary Prepayment), Section 4.12 3.10 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 6.01 (Conditions to Stage 3 Closing), ) or Section 7.02 6.03 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital AdvanceAdvances) or waiver of any Loan Facility Event of Default, Unmatured Loan Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Term Loan Facility Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Term Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 3.10 (Mandatory Prepayment)) payable to any Term Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 6.01 (Conditions to Stage 3 Closing), ) or Section 7.02 6.03 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital AdvanceAdvances), Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio); ; (C) extensions of the Term Loan Final Maturity Date or Working Capital Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, interest or amortization payment (as applicable) under Section 4.01 3.01 (Repayment of Term Loan AdvancesBorrowings), Section 4.04 3.02 (Interest Payment Dates) or Section 4.15 3.13 (Fees) or mandatory payment under Section 4.12 3.10 (Mandatory Prepayment) (other than pursuant to Section 2.06 (Extensions of Term Loans)) (it being understood that a waiver of any condition precedent or the waiver of any Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio will not constitute an extension of the Term Loan Final Maturity Date); and (D) Modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments); (ii) the consent of each Lender and each Issuing Bank will be required with respect to: (A) changes to any provision of this Section 11.01, the definition of Required Lenders, or any other provision hereof specifying the number or percentage of Lenders or Issuing Banks required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents); (C) releases of all or a substantial portion of the value of the Guarantee by the Guarantor under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents); (D) assignment or transfer by any Obligor of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement; (E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f), (g), (h) and (i) (All Loan Facilities Decisions) of the Intercreditor Agreement; provided, that the consent of all Lenders will be required with respect to Schedule 1(b) (All Loan Facilities Decisions) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; and (F) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); and (iii) the consent of any Lender (other than any Lender that is an Obligor, the Pledgor or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement) will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor. (b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Lender that is an Obligor or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision. (c) In the event that the Credit Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Lenders or Issuing Banks are required to vote or make a Decision, a vote shall be taken among the Lenders or Issuing Banks in the timeframe reasonably specified by the Credit Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Credit Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement). (d) No vote shall be required for any Decision or other action permitted to be taken by any individual Lender or any individual Issuing Bank pursuant to Section 9.03(b) (Action Upon Event of Default) of this Agreement, and the Credit Facility Agent shall be authorized to act at the direction of any Lender or any Issuing Bank in respect of any such Decision or action. (e) Subject to clause (f) below, in the event any Lender or any Issuing Bank does not cast its votes by the later of (i) the timeframe specified by the Credit Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Credit Facility Agent to deliver a notice to such Lender or Issuing Bank, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Credit Facility Agent), its vote shall be disregarded. If such Lender or Issuing Bank (A) has not advised the Credit Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Credit Facility Agent that it has determined to abstain from voting on such Decision, such Lender or Issuing Bank shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Lenders for the purpose of determining whether the Required Lenders have made a decision with respect to such action. Such Lender hereby waives any and all rights it may have to object to or seek relief from the decision of the Lenders voting with respect to such issue and agrees to be bound by such decision. (f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Lenders or Issuing Banks or the consent of each affected Lender and Issuing Bank, as applicable, as set forth in Section 11.01(a)(i) and (ii) (Decisions; Amendments, Etc.) above. (g) The agreements contemplated by this Section 11.01 (

Appears in 2 contracts

Samples: Term Loan Facility Agreement (Cheniere Corpus Christi Holdings, LLC), Term Loan Facility Agreement (Cheniere Energy, Inc.)

Decisions; Amendments, Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Lenders or Working Capital Lenders, Issuing Banks or the Swing Line Lenders under this Agreement shall be effective unless in writing signed by the Obligors Loan Parties and Credit Working Capital Facility Agent (acting on the instruction of the Required Working Capital Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) the consent of each Lender or Working Capital Lender, each Issuing Bank or each Swing Line Lender directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.09 2.08 (Incremental Commitments) or with respect to incurrence of any Additional Senior Debt to which such Lender has agreed to participateabove) of or change to the order of application of any reduction in any Working Capital Debt Commitments or change to the order of application of any prepayment of Working Capital Loans, LC Loans or Swing Line Loans from the application thereof set forth in the applicable provisions of Section 2.07 2.05 (Termination or Reduction of Commitments), Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance) Borrowing), or waiver of any Loan Working Capital Facility Event of Default, Unmatured Loan Working Capital Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Working Capital Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Working Capital Loan, LC Loan or Swing Line Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 (Mandatory Prepayment)) payable to any Working Capital Lender, any Issuing Bank or any Swing Line Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital AdvanceBorrowing), Loan Working Capital Facility Event of Default or Unmatured Loan Working Capital Facility Event of Default or change to a financial ratio); (C) extensions of the Working Capital Final Maturity Date, the LC Loan Termination Date or Working Capital the Swing Line Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, fees or interest or amortization payment (as applicable) under Section 3.03 (Reimbursement to Issuing Banks), Section 4.01 (Repayment of Term Loan AdvancesLC Loans), Section 4.02 (Repayment of Working Capital Borrowings), Section 4.03 (Repayment of Swing Line Loans.), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (other than pursuant to Section 2.08 (Incremental Commitments)) (it being understood that a waiver of any condition precedent or the waiver of any Loan Working Capital Facility Event of Default or Unmatured Loan Working Capital Facility Event of Default or change to a financial ratio will not constitute an extension of the Working Capital Final Maturity Date); and; (D) Modifications modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments), except with respect to Senior Creditors other than the Working Capital Lenders as provided in the Finance Documents in relation to such Senior Creditors; and (E) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); (ii) the consent of each Lender and Working Capital Lender, each Issuing Bank and each Swing Line Lender will be required with respect to: (A) changes to any provision of this Section 11.01, the definition of Required Lenders, or any other provision hereof specifying the number or percentage of Lenders or Issuing Banks required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents); (C) releases of all or a substantial portion of the value of the Guarantee by the Guarantor under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents); (D) assignment or transfer by any Obligor of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement; (E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f), (g), (h) and (i) (All Loan Facilities Decisions) of the Intercreditor Agreement; provided, that the consent of all Lenders will be required with respect to Schedule 1(b) (All Loan Facilities Decisions) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; and (F) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); and (iii) the consent of any Lender (other than any Lender that is an Obligor, the Pledgor or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement) will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor. (b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Lender that is an Obligor or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision. (c) In the event that the Credit Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Lenders or Issuing Banks are required to vote or make a Decision, a vote shall be taken among the Lenders or Issuing Banks in the timeframe reasonably specified by the Credit Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Credit Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement). (d) No vote shall be required for any Decision or other action permitted to be taken by any individual Lender or any individual Issuing Bank pursuant to Section 9.03(b) (Action Upon Event of Default) of this Agreement, and the Credit Facility Agent shall be authorized to act at the direction of any Lender or any Issuing Bank in respect of any such Decision or action. (e) Subject to clause (f) below, in the event any Lender or any Issuing Bank does not cast its votes by the later of (i) the timeframe specified by the Credit Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Credit Facility Agent to deliver a notice to such Lender or Issuing Bank, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Credit Facility Agent), its vote shall be disregarded. If such Lender or Issuing Bank (A) has not advised the Credit Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Credit Facility Agent that it has determined to abstain from voting on such Decision, such Lender or Issuing Bank shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Lenders for the purpose of determining whether the Required Lenders have made a decision with respect to such action. Such Lender hereby waives any and all rights it may have to object to or seek relief from the decision of the Lenders voting with respect to such issue and agrees to be bound by such decision. (f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Lenders or Issuing Banks or the consent of each affected Lender and Issuing Bank, as applicable, as set forth in Section 11.01(a)(i) and (ii) (Decisions; Amendments, Etc.) above. (g) The agreements contemplated by this Section 11.01 (

Appears in 2 contracts

Samples: Working Capital Facility Agreement (Cheniere Corpus Christi Holdings, LLC), Working Capital Facility Agreement (Cheniere Energy, Inc.)

Decisions; Amendments, Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Lenders or Issuing Banks under this Agreement shall be effective unless in writing signed by the Obligors and Credit Facility Agent (acting on the instruction of the Required Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) the consent of each Lender or each Issuing Bank directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.09 (Incremental Commitments) or with respect to incurrence of any Additional Senior Debt to which such Lender has agreed to participate) of or change to the order of application of any reduction in any Commitments or change to the order of application of any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.07 (Termination or Reduction of Commitments), Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance) or waiver of any Loan Facility Event of Default, Unmatured Loan Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 (Mandatory Prepayment)) payable to any Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance), Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio); (C) extensions of the Final Maturity Date or Working Capital Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, interest or amortization payment (as applicable) under Section 4.01 (Repayment of Term Loan Advances), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any condition precedent or the waiver of any Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio will not constitute an extension of the Final Maturity Date); and (D) Modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments); (ii) the consent of each Lender and each Issuing Bank will be required with respect to: (A) changes to any provision of this Section 11.01, the definition of Required Lenders, or any other provision hereof specifying the number or percentage of Lenders or Issuing Banks required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents); (C) releases of all or a substantial portion of the value of the Guarantee by the Guarantor under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents); (D) assignment or transfer by any Obligor of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement; (E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f), (g), (h) and (i) (All Loan Facilities Decisions) of the Intercreditor Agreement; provided, that the consent of all Lenders will be required with respect to Schedule 1(b) (All Loan Facilities Decisions) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; and (F) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); and (iii) the consent of any Lender (other than any Lender that is an Obligor, the Pledgor or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement) will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor. (b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Lender that is an Obligor or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision. (c) In the event that the Credit Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Lenders or Issuing Banks are required to vote or make a Decision, a vote shall be taken among the Lenders or Issuing Banks in the timeframe reasonably specified by the Credit Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Credit Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement). (d) No vote shall be required for any Decision or other action permitted to be taken by any individual Lender or any individual Issuing Bank pursuant to Section 9.03(b) (Action Upon Event of Default) of this Agreement, and the Credit Facility Agent shall be authorized to act at the direction of any Lender or any Issuing Bank in respect of any such Decision or action. (e) Subject to clause (f) below, in the event any Lender or any Issuing Bank does not cast its votes by the later of (i) the timeframe specified by the Credit Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Credit Facility Agent to deliver a notice to such Lender or Issuing Bank, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Credit Facility Agent), its vote shall be disregarded. If such Lender or Issuing Bank (A) has not advised the Credit Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Credit Facility Agent that it has determined to abstain from voting on such Decision, such Lender or Issuing Bank shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Lenders for the purpose of determining whether the Required Lenders have made a decision with respect to such action. Such Lender hereby waives any and all rights it may have to object to or seek relief from the decision of the Lenders voting with respect to such issue and agrees to be bound by such decision. (f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Lenders or Issuing Banks or the consent of each affected Lender and Issuing Bank, as applicable, as set forth in Section 11.01(a)(i) and (ii) (Decisions; Amendments, Etc.) above. (g) The agreements contemplated by this Section 11.01 (

Appears in 1 contract

Samples: Credit Facility Agreement (Venture Global, Inc.)

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Decisions; Amendments, Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Term Lenders or Issuing Banks under this Agreement shall be effective unless in writing signed by the Obligors Loan Parties and Credit Term Loan Facility Agent (acting on the instruction of the Required Term Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) the consent of each Term Lender or each Issuing Bank directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.09 2.06 (Incremental CommitmentsExtensions of Term Loans) above or with respect to incurrence of any Additional Senior Debt to which such Term Lender has agreed to participate) of or change to the order of application of any reduction in any Term Loan Facility Commitments or change to the order of application of any prepayment of Term Loans from the application thereof set forth in the applicable provisions of Section 2.07 2.05 (Termination or Reduction of Commitments), Section 4.11 3.09 (Voluntary Prepayment), Section 4.12 3.10 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 6.01 (Conditions to Second Phase Closing), Section 7.02 6.02 (Conditions to Each Term Loan Initial Advance) or Section 7.03 6.03 (Conditions to of Each Working Capital AdvanceTerm Loan Borrowing) or waiver of any Loan Facility Event of Default, Unmatured Loan Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Term Loan Facility Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Term Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 3.10 (Mandatory Prepayment)) payable to any Term Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 6.01 (Conditions to Second Phase Closing), Section 7.02 6.02 (Conditions to Each Term Loan Initial Advance) or Section 7.03 6.03 (Conditions to of Each Working Capital AdvanceTerm Loan Borrowing), Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio); (C) extensions of the Term Loan Final Maturity Date or Working Capital Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, interest or amortization payment (as applicable) under Section 4.01 3.01 (Repayment of Term Loan AdvancesBorrowings), Section 4.04 3.02 (Interest Payment Dates) or Section 4.15 3.13 (Fees) or mandatory payment under Section 4.12 3.10 (Mandatory Prepayment) (other than pursuant to Section 2.06 (Extensions of Term Loans)) (it being understood that a waiver of any condition precedent or the waiver of any Loan Facility Event of Default or Unmatured Loan Facility Event of Default or change to a financial ratio will not constitute an extension of the Term Loan Final Maturity Date); and; (D) Modifications to the provisions of Section 4.16 3.14 (Pro Rata Treatment) or Section 4.17 3.15 (Sharing of Payments); (ii) the consent of each Lender and each Issuing Bank will be required with respect to: (A) changes to any provision of this Section 11.01, the definition of Required Lenders, or any other provision hereof specifying the number or percentage of Lenders or Issuing Banks required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than except as permitted provided in the Finance Documents); (C) releases of all or a substantial portion of the value of the Guarantee by the Guarantor under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents); (D) assignment or transfer by any Obligor of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement; (E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f), (g), (h) and (i) (All Loan Facilities Decisions) of the Intercreditor Agreement; provided, that the consent of all Lenders will be required with respect to Schedule 1(b) (All Loan Facilities Decisions) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; and (FE) satisfaction or waiver of each of the conditions in Section 7.01 6.01 (Conditions to Closing); and (iii) the consent of any Lender (other than any Lender that is an Obligor, the Pledgor or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement) will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor. (b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Lender that is an Obligor or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision. (c) In the event that the Credit Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Lenders or Issuing Banks are required to vote or make a Decision, a vote shall be taken among the Lenders or Issuing Banks in the timeframe reasonably specified by the Credit Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Credit Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement). (d) No vote shall be required for any Decision or other action permitted to be taken by any individual Lender or any individual Issuing Bank pursuant to Section 9.03(b) (Action Upon Event of Default) of this Agreement, and the Credit Facility Agent shall be authorized to act at the direction of any Lender or any Issuing Bank in respect of any such Decision or action. (e) Subject to clause (f) below, in the event any Lender or any Issuing Bank does not cast its votes by the later of (i) the timeframe specified by the Credit Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Credit Facility Agent to deliver a notice to such Lender or Issuing Bank, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Credit Facility Agent), its vote shall be disregarded. If such Lender or Issuing Bank (A) has not advised the Credit Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Credit Facility Agent that it has determined to abstain from voting on such Decision, such Lender or Issuing Bank shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Lenders for the purpose of determining whether the Required Lenders have made a decision with respect to such action. Such Lender hereby waives any and all rights it may have to object to or seek relief from the decision of the Lenders voting with respect to such issue and agrees to be bound by such decision. (f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Lenders or Issuing Banks or the consent of each affected Lender and Issuing Bank, as applicable, as set forth in Section 11.01(a)(i) and (ii) (Decisions; Amendments, Etc.) above. (g) The agreements contemplated by this Section 11.01 (

Appears in 1 contract

Samples: Term Loan Facility Agreement (Cheniere Energy Inc)

Decisions; Amendments, Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Working Capital Lenders or Issuing Banks under this Agreement shall be effective unless in writing signed by the Obligors Loan Parties and Credit Working Capital Facility Agent (acting on the instruction of the Required Working Capital Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) the consent of each Working Capital Lender or each Issuing Bank directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.09 2.08 (Incremental Commitments) or with respect to incurrence of any Additional Senior Debt to which such Lender has agreed to participateabove) of or change to the order of application of any reduction in any Working Capital Facility Commitments or change to the order of application of any prepayment of Working Capital Loans or LC Loans from the application thereof set forth in the applicable provisions of Section 2.07 2.05 (Termination or Reduction of Commitments), Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance) Borrowing), or waiver of any Loan Working Capital Facility Event of Default, Unmatured Loan Working Capital Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Working Capital Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Working Capital Loan or LC Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 (Mandatory Prepayment)) payable to any Working Capital Lender or any Issuing Bank hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital AdvanceBorrowing), Loan Working Capital Facility Event of Default or Unmatured Loan Working Capital Facility Event of Default or change to a financial ratio); (C) extensions of the Working Capital Final Maturity Date or Working Capital the LC Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, fees or interest or amortization payment (as applicable) under Section 3.03 (Reimbursement to Issuing Banks), Section 4.01 (Repayment of Term Loan AdvancesLC Loans), Section 4.02 (Repayment of Working Capital Borrowings), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (other than pursuant to Section 2.08 (Incremental Commitments)) (it being understood that a waiver of any condition precedent or the waiver of any Loan Working Capital Facility Event of Default or Unmatured Loan Working Capital Facility Event of Default or change to a financial ratio will not constitute an extension of the Working Capital Final Maturity Date); and; (D) Modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments), except as provided in the Finance Documents; and (E) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); (ii) the consent of each Working Capital Lender and each Issuing Bank will be required with respect to: (A) changes to any provision of this Section 11.01, the definition of Required Lenders, or any other provision hereof specifying the number or percentage of Lenders or Issuing Banks required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents); (C) releases of all or a substantial portion of the value of the Guarantee by the Guarantor under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents); (D) assignment or transfer by any Obligor of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement; (E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f), (g), (h) and (i) (All Loan Facilities Decisions) of the Intercreditor Agreement; provided, that the consent of all Lenders will be required with respect to Schedule 1(b) (All Loan Facilities Decisions) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; and (F) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); and (iii) the consent of any Lender (other than any Lender that is an Obligor, the Pledgor or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement) will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor. (b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Lender that is an Obligor or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision. (c) In the event that the Credit Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Lenders or Issuing Banks are required to vote or make a Decision, a vote shall be taken among the Lenders or Issuing Banks in the timeframe reasonably specified by the Credit Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Credit Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement). (d) No vote shall be required for any Decision or other action permitted to be taken by any individual Lender or any individual Issuing Bank pursuant to Section 9.03(b) (Action Upon Event of Default) of this Agreement, and the Credit Facility Agent shall be authorized to act at the direction of any Lender or any Issuing Bank in respect of any such Decision or action. (e) Subject to clause (f) below, in the event any Lender or any Issuing Bank does not cast its votes by the later of (i) the timeframe specified by the Credit Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Credit Facility Agent to deliver a notice to such Lender or Issuing Bank, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Credit Facility Agent), its vote shall be disregarded. If such Lender or Issuing Bank (A) has not advised the Credit Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Credit Facility Agent that it has determined to abstain from voting on such Decision, such Lender or Issuing Bank shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Lenders for the purpose of determining whether the Required Lenders have made a decision with respect to such action. Such Lender hereby waives any and all rights it may have to object to or seek relief from the decision of the Lenders voting with respect to such issue and agrees to be bound by such decision. (f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Lenders or Issuing Banks or the consent of each affected Lender and Issuing Bank, as applicable, as set forth in Section 11.01(a)(i) and (ii) (Decisions; Amendments, Etc.) above. (g) The agreements contemplated by this Section 11.01 (

Appears in 1 contract

Samples: Working Capital Facility Agreement (Cheniere Corpus Christi Holdings, LLC)

Decisions; Amendments, Etc. (a) Subject to the terms of the Intercreditor Agreement and the Common Security and Account Agreement, no Modification or termination of any provision of this Agreement or other Decision by Lenders or Working Capital Lenders, Issuing Banks or the Swing Line Lender under this Agreement shall be effective unless in writing signed by the Obligors Loan Parties and Credit Working Capital Facility Agent (acting on the instruction of the Required Working Capital Lenders), and each such Modification, termination or Decision shall be effective only in the specific instance and for the specific purpose for which given; provided that: (i) the consent of each Lender or Working Capital Lender, each Issuing Bank or the Swing Line Lender directly and adversely affected thereby will be required with respect to: (A) increases in or extensions (other than pursuant to Section 2.09 2.08 (Incremental Commitments) or with respect to incurrence of any Additional Senior Debt to which such Lender has agreed to participateabove) of or change to the order of application of any reduction in any Working Capital Facility Commitments or change to the order of application of any prepayment of Working Capital Loans, LC Loans or Swing Line Loans from the application thereof set forth in the applicable provisions of Section 2.07 2.05 (Termination or Reduction of Commitments), Section 4.11 (Voluntary Prepayment), Section 4.12 (Mandatory Prepayment) (it being understood that a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital Advance) Borrowing), or waiver of any Loan Working Capital Facility Event of Default, Unmatured Loan Working Capital Facility Event of Default or mandatory prepayment will not constitute an increase or extension of any Working Capital Debt Commitment); (B) reductions of the principal of, or the interest or rate of interest specified herein on, any Working Capital Loan, LC Loan or Swing Line Loan, or any Fees or other amounts (including reduction in the amount to be paid in respect of any mandatory prepayments under Section 4.12 (Mandatory Prepayment)) payable to any Working Capital Lender, any Issuing Bank or the Swing Line Lender hereunder (other than by virtue of a waiver of any of the conditions in Section 7.01 (Conditions to Closing), Section 7.02 (Conditions to Each Term Loan Advance) or Section 7.03 (Conditions to Each Working Capital AdvanceBorrowing), Loan Working Capital Facility Event of Default or Unmatured Loan Working Capital Facility Event of Default or change to a financial ratio); (C) extensions of the Working Capital Final Maturity Date, the LC Loan Termination Date or Working Capital the Swing Line Loan Termination Date under this Agreement, any date scheduled for any payment of principal, fees, fees or interest or amortization payment (as applicable) under Section 3.03 (Reimbursement to Issuing Banks), Section 4.01 (Repayment of Term Loan AdvancesLC Loans), Section 4.02 (Repayment of Working Capital Borrowings), Section 4.03 (Repayment of Swing Line Loans), Section 4.04 (Interest Payment Dates) or Section 4.15 (Fees) or mandatory payment under Section 4.12 (Mandatory Prepayment) (other than pursuant to Section 2.08 (Incremental Commitments)) (it being understood that a waiver of any condition precedent or the waiver of any Loan Working Capital Facility Event of Default or Unmatured Loan Working Capital Facility Event of Default or change to a financial ratio will not constitute an extension of the Working Capital Final Maturity Date); and; (D) Modifications to the provisions of Section 4.16 (Pro Rata Treatment) or Section 4.17 (Sharing of Payments), except as provided in the Finance Documents; and (E) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); (ii) the consent of each Lender and Working Capital Lender, each Issuing Bank and the Swing Line Lender will be required with respect to: (A) changes to any provision of this Section 11.01, the definition of Required Working Capital Lenders, or any other provision hereof specifying the number or percentage of Lenders or Working Capital Lenders, Issuing Banks or Swing Line Lender required to amend, waive, terminate or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (B) releases or Modifications of all or a material portion of the Collateral from the Lien of any of the Security Documents (other than as permitted in the Finance Documents); (C) releases of all or a substantial portion of the value of the Guarantee Guarantees by the Guarantor Guarantors under or in connection with this Agreement, the Common Terms Agreement, the Common Security and Account Agreement or any Security Document (other than as permitted in the Finance Documents); (D) assignment or transfer by any Obligor Loan Party of any of its rights and obligations under this Agreement except with respect to any such assignment or transfer expressly permitted under this Agreement, the Common Terms Agreement or the Common Security and Account Agreement;; and (E) any of the amendments contemplated in Schedule 1(a), (b), (c), (d), (e), (f), (g), (h) and (i) (All Loan Facilities Decisionsh) of the Intercreditor Agreement; provided, that the consent of all Working Capital Lenders will be required with respect to Schedule 1(b) (All Loan Facilities Decisions) of the Intercreditor Agreement only to the extent such amendment adversely affects the timing or priority of payments for Senior Debt Obligations in the cash waterfall in Section 4.7 (Cash Waterfall) of the Common Security and Account Agreement; and (F) satisfaction or waiver of each of the conditions in Section 7.01 (Conditions to Closing); and; (iii) the consent of any Working Capital Lender (other than any Working Capital Lender that is an Obligora Loan Party, the Pledgor Holdco or the Sponsor or an Affiliate thereof except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement) ), any Issuing Bank or the Swing Line Lender will be sufficient with respect to any Modification, termination or Decision specified in a Finance Document as being made solely by any individual Senior Creditor.; (b) Except as set forth in Section 7.4 (Sponsor Voting) of the Common Security and Account Agreement, no Working Capital Lender that is an Obligor a Loan Party, Holdco or the Sponsor or an Affiliate thereof shall cast a vote with respect to any Decision. (c) In the event that the Credit Working Capital Facility Agent is required to cast a vote with respect to a Decision under this Agreement or under Section 3.6 (Other Voting Considerations) of the Intercreditor Agreement and in each other instance in which the Lenders or Working Capital Lenders, the Issuing Banks or the Swing Line Lender are required to vote or make a Decision, a vote shall be taken among the Working Capital Lenders or the Issuing Banks or the Swing Line Lender in the timeframe reasonably specified by the Credit Working Capital Facility Agent (which timeframe shall expire at least two (2) Business Days prior to the expiration of the time period specified in the notice provided by the Intercreditor Agent to the Credit Working Capital Facility Agent pursuant to Section 4.5(a)(iii) (Certain Procedures Relating to Modifications, Instructions, and Exercises of Discretion) of the Intercreditor Agreement)). (d) No vote shall be required for any Decision or other action permitted to be taken by any individual Lender or any Working Capital Lender, individual Issuing Bank Banks or the Swing Line Lender pursuant to Section 9.03(b9.04(b) (Action Upon Event of Default) of this Agreement, and the Credit Working Capital Facility Agent shall be authorized to act at the direction of any Lender or Working Capital Lender, any Issuing Bank or the Swing Line Lender in respect of any such Decision or action. (e) Subject to clause (f) below, in the event any Lender or Working Capital Lender, any Issuing Bank or the Swing Line Lender does not cast its votes by the later of (i) the timeframe specified by the Credit Working Capital Facility Agent pursuant to clause (c) above and (ii) ten (10) Business Days following receipt of the request for such vote or Decision, the Borrower shall be entitled to instruct the Credit Working Capital Facility Agent to deliver a notice to such Lender Working Capital Lender, Issuing Bank or Issuing BankSwing Line Lender, informing it that if it does not respond within an additional five (5) Business Days of the date of such notice (or such longer period as the Borrower may reasonably determine in consultation with the Credit Working Capital Facility Agent), its vote shall be disregarded. If such Lender or Working Capital Lender, Issuing Bank or Swing Line Lender (A) has not advised the Credit Working Capital Facility Agent within the time specified in the additional notice whether it approves or disapproves of the applicable Decision or (B) has advised the Credit Working Capital Facility Agent that it has determined to abstain from voting on such Decision, such Lender or Working Capital Lender, Issuing Bank or Swing Line Lender shall be deemed to have waived its right to consent, approve, waive or provide direction with respect to such Decision and shall be excluded from the numerator and denominator of such calculation for the purpose of determining whether the Required Working Capital Lenders for the purpose of determining whether the Required Working Capital Lenders have made a decision with respect to such action. Such Working Capital Lender hereby waives any and all rights it may have to object to or seek relief from the decision Decision of the Working Capital Lenders voting with respect to such issue and agrees to be bound by such decisionDecision. (f) The provisions of (c) and (e) above do not apply to any action that requires the consent of 100% of the Lenders or Working Capital Lenders, Issuing Banks and Swing Line Lender or the consent of each affected Lender Working Capital Lender, Issuing Bank and Issuing BankSwing Line Lender, as applicable, as set forth in Section 11.01(a)(i) and (ii) above except in the case of any consent or decision under sub-clause (Decisions; Amendments, Etc.a)(i)(E) above. (g) The agreements contemplated by With respect to any modification, consent or waiver under any Finance Document requiring the vote of the Working Capital Facility Agent as Senior Creditor Group Representative of the Working Capital Lenders, the Issuing Banks and the Swing Line Lender, such vote will be cast in accordance with the Intecreditor Agreement. (h) Notwithstanding anything herein, in the Common Terms Agreement or in the Common Security and Account Agreement to the contrary, the Working Capital Lenders, Issuing Banks or Swing Line Lender, or the Working Capital Facility Agent as Senior Credit Group Representative, shall not be entitled to vote on any covenant or event of default in the Common Terms Agreement if such covenant or event of default expressly does not extend to the Working Capital Lenders, Issuing Banks or Swing Line Lender under the terms of this Section 11.01 (Agreement.

Appears in 1 contract

Samples: Working Capital Facility Agreement (Cheniere Energy Inc)

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