Limited Consent. The Subject Borrower has informed the Banks and the Agent that it may issue on or after the date hereof, on behalf of the Subject Series, one or more Revolving Demand Notes in favor of Bank of America, N.A. or other loan agreement and note(s) that may succeed such note(s) in an aggregate principal amount of $3,000,000,000 (collectively, the “Bank of America Instrument(s)”) and to incur Debt in the form of loans thereunder (the issuance of the Bank of America Instruments and the incurrence of such Debt thereunder, the “Proposed Loans”). The Subject Borrower has requested that the Agents and the Banks consent to the Proposed Loans, and the Agent and the Banks do hereby consent to the Proposed Loans; provided that:
(a) the Proposed Loans shall be unsecured by any assets of the Subject Series and shall be in an aggregate principal amount not in excess of $3,000,000,000 at any time outstanding to the Subject Borrower and all other funds or other entities entitled to borrow thereunder, (b) the Proposed Loans shall be outstanding with respect to the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing by such Subject Borrower under the Bank of America Instrument through December 17, 2008 (each, a “Specified Period”), (c) the Subject Borrower shall not have any outstanding Loans under the Credit Agreement during the Specified Period with respect to such Subject Borrower and such Subject Series; and (d) during the Specified Period for the Subject Borrower and such Subject Series and thereafter until the repayment in full of all Debt and other obligations owing by such Subject Borrower under the Bank of America Instruments, the Banks shall have no obligation or Commitment to make any Loans to such Subject Borrower on behalf of such Subject Series under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions of the Credit Agreement or the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived hereby, each of the...
Limited Consent. (a) Notwithstanding any provision of the Credit Agreement and any other Loan Document to the contrary (including Sections 6.6, 6.11 and 6.14 of the Credit Agreement), the Requisite Lenders and the Administrative Agent hereby consent to the Borrower Securities Repurchase so long as: (i) at the time of any repurchase of Securities and after giving effect thereto, no Default or Event of Default has occurred and is continuing; (ii) all Securities purchased pursuant to the Borrower Securities Repurchase are acquired on or before June 30, 2016; and (iii) the aggregate amount of Securities purchased pursuant to the Borrower Securities Repurchase does not exceed the lesser of (A) $50,000,000 and (B) 1,250,000 common shares of the Borrower.
(b) The consent set forth in this Section 1 shall be limited precisely as written and shall not be deemed (i) to be a consent, waiver or amendment of compliance with any other term or condition of the Credit Agreement or any of the other Loan Documents or to prejudice any right or remedy which the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or any of the other Loan Documents; (ii) to be an amendment, consent or waiver of any other term or condition of the Credit Agreement or the other Loan Documents, to prejudice any right or remedy which the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents; or (iii) to be a consent to any future amendment, consent or waiver or departure from the terms and conditions of the Credit Agreement or the other Loan Documents. This Consent is a Loan Document and shall be construed in connection with and as part of the Loan Documents, and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein waived or amended, are hereby ratified and confirmed and shall remain in full force and effect. This Consent is a consent to the Credit Agreement and the other Loan Documents without any discharge, release or satisfaction of the existing obligations or indebtedness (or any guaranty or collateral security therefor), all of which obligations, indebtedness and security remain outstanding under the Loan Documents. The Borrower hereby reaffirms its obligations under each Loan Document to which it is a party.
Limited Consent. Subject to the satisfaction of the conditions set forth in ss.10 hereof, the Consignor hereby consents to the execution and delivery by the Consignee of Amendment No. 10 and Consent, amending the Amended and Restated Credit Agreement dated as of September 11, 1997 among the Consignee, the Parent, the Dollar Agent and the Lenders party thereto, such Amendment being in substantially the form attached hereto as Exhibit B.
Limited Consent. This Consent to Sublease does not and shall not be construed or implied to be a consent to any other matter for which Landlord's consent is required under the Lease, including, without limitation, any Alterations under the Lease.
Limited Consent. Subject to the terms of this Amendment and Limited Consent, including, but not limited to, compliance by the Borrowers and each other Loan Party with each of the terms of this Article 3, the Lenders hereby:
(a) consent to waive the restrictions contained in Sections 6.04, 6.05, 6.08 and 6.09 of the Agreement to the extent steps 26, 27, 28, 31, 32, 33, 35 and 38 contained in the Plan of Restructuring would be prohibited by such Sections or would be permitted under such Sections only by using a Permissive Basket, but in each case only to the extent that steps 26, 27, 28, 31, 32, 33, 35 and 38 contained in the Plan of Restructuring are consummated in connection with the Proposed Restructuring and subject to the terms and conditions contained in this Amendment and Limited Consent. For the avoidance of doubt, each of steps 26, 27, 28, 31, 32, 33, 35 and 38 contained in the Plan of Restructuring that is consummated by the Company or any of its Subsidiaries in accordance with the Plan of Restructuring will (i) be deemed not to have used a Permissive Basket and (ii) not result in a Default due to any failure to comply with Sections 6.04, 6.05, 6.08 and 6.09 of the Agreement;
(b) consent to waive the restrictions contained in Sections 6.01, 6.04, 6.05 and 6.09 of the Agreement to the extent that the Proposed IP Sale would be prohibited by such Sections or would be permitted under such Sections only by using a Permissive Basket, but only with respect to the Proposed IP Sale, which must be consummated on or before January 31, 2018 (or such later date agreed to in writing by the Administrative Agent) and shall be subject to the terms and conditions contained in this Amendment and Limited Consent. For the avoidance of doubt, the Proposed IP Sale when consummated by the Company or any of its Subsidiaries in accordance with the terms and conditions contained in this Amendment and Limited Consent will (i) be deemed not to have used a Permissive Basket and (ii) not result in a Default due to any failure to comply with Sections 6.01, 6.04, 6.05 and 6.09 of the Agreement;
(c) irrevocably authorize the Administrative Agent to (i) release the Lien on the OI/AMEI Intellectual Property, (ii) file any UCC-3 termination statements or releases with the United States Patent and Trademark Office requested by the Loan Parties that are necessary to effect the Proposed IP Sale and (iii) take any other action necessary or reasonably requested by the Borrower Representative to effect the ...
Limited Consent. (a) The Borrowers have advised the Agent and the Lenders that each of (i) ACP and (ii) ACSS plans to amend and restate its bylaws so that such bylaws are replaced in their entirety by an operating agreement in the respective form attached to this Amendment as Exhibit A (the “Bylaws Amendment and Restatement”). The Borrowers hereby acknowledge that, absent the consent set forth in this Section 2.01, the Bylaws Amendment and Restatement would not be permitted pursuant to Section 10.2.10 of the Loan Agreement and such amendment and restatement would be an Event of Default under Section 11.1(c) of the Loan Agreement. The Borrowers hereby request that the Agent and the Lenders consent to the Bylaws Amendment and Restatement.
(b) Subject to the terms, conditions, and other restrictions set forth in this Amendment, each of the Agent and the Lenders hereby consents to the Bylaws Amendment and Restatement solely as described in clause (a) above, so long as such Bylaws Amendment and Restatement does not cause the execution, delivery and performance of the Loan Documents by ACP or ACSS to contravene its Organic Documents.
(c) The consent set forth in this Section 2.01 does not affect the continued legality, validity, and binding effect of the Loan Agreement or the other Loan Documents. The Loan Agreement and the other Loan Documents continue to be fully enforceable in each case. The consent set forth in this Section 2.01 is specifically limited in time and scope to the Bylaws Amendment and Restatement, solely as described in this Amendment, and does not extend or apply to any other event, occurrence, or circumstance in existence as of the date of this Amendment or arising after the date of this Amendment. In addition, the consent set forth in this Section 2.01 does not constitute or establish (and is not to be deemed to constitute or establish) a custom or a practice on the part of the Agent or any Lender and does not prejudice any right of the Agent or any Lender in respect of any other disposition of Property or any other amendment, modification or other change to any Organic Document of any Obligor or Subsidiary of an Obligor.
Limited Consent. Franchisor’s consent to Manager operating the Hotel is personal to Manager, and this Manager Acknowledgment is not assignable by Franchisee or Manager. If there is a change in control of Manager or if Manager becomes, is acquired by, comes under the control of, or merges with or into a Competitor, or if there is a material adverse change to the financial status or operational capacity of Manager, Franchisee shall promptly notify Franchisor of any such change and Manager shall be subject to approval under the Franchise Agreement as a new operator of the Hotel.
Limited Consent. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as “Permitted Subconsultants.”
Limited Consent. At the request of the Borrower and subject to the satisfaction of the conditions set forth in Article IV below, the Administrative Agent and each of the undersigned Lenders hereby consents and agrees to the Tax Equity Holdco Acquisition, for which consent of the Administrative Agent and the Required Lenders is required pursuant to Section 2.05(b)(iii) of the Amended Credit Agreement (the “Consent”). The Consent granted pursuant to this Article III is limited precisely as written and shall not extend to any other provision of the Credit Agreement or the Amended Credit Agreement.
Limited Consent. The Lenders hereby offer their limited consent to the consummation of the Westar Merger Transactions in accordance with the terms of the Westar Merger Agreement until the earliest of the following (each, a “Consent Termination Event”): (i) the day following the “End Date” as defined in the Westar Merger Agreement as of the Effective Date (after giving effect to any extension permitted under the Westar Merger Agreement as of the Effective Date); (ii) the date the Westar Merger Agreement is validly terminated in accordance with its terms; and (iii) the Westar Merger Agreement is amended or modified or a consent or waiver is provided thereunder in any case in a manner that is materially adverse to the interests of the Lenders after the date hereof. Upon the occurrence of any Consent Termination Event, (x) the limited consent set forth herein shall automatically terminate and be of no further force or effect, (y) all rights and remedies with respect to the matters set forth in this Section 1 of the Administrative Agent and the Lenders under the Credit Agreement and any other Loan Document shall, without any further action by any person, automatically be reinstated as if the limited consent set forth in this Section 1 hereof had not become effective and (z) clause (ii) of the definition of “Change of Control” (as amended by this Agreement) shall be deleted and given no further force or effect. This limited consent shall not constitute or be deemed to be a waiver of, consent to or departure from, any other term or provision in the Credit Agreement, which shall continue in full force and effect, nor shall this limited consent constitute a course of dealing among the parties.
