Consent and Approvals. (a) Each Lender has authorized and directed, and hereby authorizes and directs, Agent to enter into the Loan Documents other than this Agreement for the benefit of Lenders. Each Lender agrees that any action taken by Agent or the Majority Lenders (or, where required by the express terms of this Agreement, a greater proportion of Lenders) in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent or the Majority Lenders (or, where so required, such greater proportion), of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, the Agent shall have the sole and exclusive right and authority to: (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral; (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries; (iii) act as collateral agent for the Lenders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, the Agent hereby appoints, authorizes and directs the Lenders to act as collateral sub-agents for the Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to any of the Collateral held by such Lender; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interest and Liens created or purported to be created by the Loan Documents; (vi) deliver notices, including notices of default, hereunder and under the other Loan Documents; and (vii) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Agent or the Lenders with respect to the Collateral under the Loan Documents, Applicable Law or otherwise. (b) Each of the following shall require the approval or consent of the Majority Lenders: (i) approval of certain actions with respect to management agreements for the Eligible Projects pursuant to Section 3.2(b) hereof; (ii) approval of a Major Construction Project under Section 3.4 hereof; (iii) approval of any material amendment of the organizational documents of Borrower, CBL Properties, Inc. or their respective Subsidiaries prohibited by Section 7.1 hereof; (iv) approval of certain changes in executive officers otherwise prohibited by Section 7.1 hereof; (v) acceleration of the Obligations following an Event of Default or rescission of such acceleration under Section 7.2(b) hereof; (vi) approval of the exercise of rights and remedies under the Loan Documents following an Event of Default; (vii) removal of Agent and appointment of a successor under Section 8.10 hereof; (viii) approval of a Post-Foreclosure Plan and related matters pursuant to Section 8.12(f) hereof; and (ix) except as otherwise provided in Section 9.5, approval of any amendment, modification or termination of this Agreement.
Appears in 1 contract
Consent and Approvals. (a) Each Lender has authorized and directed, and hereby authorizes and directs, Agent to enter into the Loan Documents other than this Agreement for the benefit of Lenders. Each Lender agrees that any action taken by Agent or the Majority Lenders (or, where required by the express terms of this Agreement, a greater proportion of Lenders) in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent or the Majority Lenders (or, where so required, such greater proportion), of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, the Agent shall have the sole and exclusive right and authority to:
(i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral;
(ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries;
(iii) act as collateral agent for the Lenders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, the Agent hereby appoints, authorizes and directs the Lenders to act as collateral sub-agents for the Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to any of the Collateral held by such Lender;
(iv) manage, supervise and otherwise deal with the Collateral;
(v) take such action as is necessary or desirable to maintain the perfection and priority of the security interest and Liens created or purported to be created by the Loan Documents;
(vi) deliver notices, including notices of default, hereunder and under the other Loan Documents; and
(vii) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Agent or the Lenders with respect to the Collateral under the Loan Documents, Applicable Law or otherwise.
(b) Each of the following shall require the approval or consent of the Majority Lenders:
(i) approval of certain actions with respect to management agreements for the Eligible Projects pursuant to Section 3.2(b) 0 hereof;
(ii) approval of a Major Construction Project under Section 3.4 0 hereof;
(iii) approval of any material amendment of the organizational documents of Borrower, CBL Properties, Inc. or their respective Subsidiaries prohibited by Section 7.1 0 hereof;
(iv) approval of certain changes in executive officers otherwise prohibited by Section 7.1 0 hereof;
; 60 (v) acceleration of the Obligations following an Event of Default or rescission of such acceleration under Section 7.2(b) 0 hereof;
(vi) approval of the exercise of rights and remedies under the Loan Documents following an Event of Default;
(vii) removal of Agent and appointment of a successor under Section 8.10 0 hereof;
(viii) approval of a Post-Foreclosure Plan and related matters pursuant to Section 8.12(f) 0 hereof; and
(ix) except as otherwise provided in Section 9.50, approval of any amendment, modification or termination of this Agreement.
Appears in 1 contract
Consent and Approvals. a. Each consent, approval, amendment, modification or waiver specifically enumerated in this Credit Agreement as conditioned upon the prior consent or approval of the Requisite Lenders shall be evidenced by a written consent or approval delivered to Agent Bank.
b. Each consent, approval, amendment, modification or waiver specifically enumerated in Section 11.01 (ai) Each Lender has authorized and directedthrough (iii) shall require the consent of all Lenders.
c. In addition to the required consents or approvals, Agent Bank may at any time request instructions from the Requisite Lenders with respect to any actions or approvals which, by the terms of this Credit Agreement or of any of the Loan Documents, Agent Bank is permitted or required to take or to grant without instructions from any Lenders, and hereby authorizes and directsif such instructions are promptly requested, Agent Bank shall be absolutely entitled to enter into refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents other than this Agreement for until it shall have received such instructions from the benefit of Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent Bank as a result of Agent Bank acting or refraining from acting under this Credit Agreement, the Security Documentation or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders or, where applicable, all Lenders. Agent Bank shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent Bank to act or refrain from acting pursuant hereto.
d. Each Lender agrees that any action taken by Agent Bank at the direction or with the Majority consent of the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of Lenders) in accordance with the provisions of this Credit Agreement or any Loan Document, and the exercise by Agent Bank at the direction or with the Majority consent of the Requisite Lenders (or, where so required, such greater proportion), of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. Without limiting the generality of the foregoingAll communications from Agent Bank to Lenders requesting Lenders' determination, the Agent shall have the sole and exclusive right and authority to:
consent, approval or disapproval (i) act as shall be given in the disbursing and collecting agent for form of a written notice to each Lender, including notice of the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral;
Lender Reply Period described immediately hereinbelow, (ii) execute and deliver shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Collateral Document and accept delivery of each Lender where such agreement delivered by matter or thing may be inspected, or shall otherwise describe the Borrower matter or any of its Subsidiaries;
issue to be resolved, (iii) act as collateral agent for shall include, if reasonably requested by a Lender and to the Lenders for purposes extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent Bank by Borrower in respect of the perfection of all security interests matter or issue to be resolved, and Liens created by such agreements and all other purposes stated therein, provided, however, the Agent hereby appoints, authorizes and directs the Lenders to act as collateral sub-agents for the Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to any of the Collateral held by such Lender;
(iv) manageshall include Agent Bank's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, supervise and otherwise deal but in any event within the number of Banking Business Days designated by Agent Bank in such request, which shall not be less than three (3) Banking Business Days (the "Lender Reply Period"). Unless a Lender shall give written notice to Agent Bank that it objects to the recommendation or determination of Agent Bank (together with the Collateral;
(v) take such action as is necessary or desirable to maintain the perfection and priority a written explanation of the security interest and Liens created reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or purported consented to be created by the Loan Documents;
(vi) deliver notices, including notices of default, hereunder and under the other Loan Documents; and
(vii) except as may be otherwise specifically restricted by the terms of this Agreement such recommendation or any other Loan Document, exercise all remedies given to the Agent or the Lenders with determination. With respect to decisions requiring the Collateral under the Loan Documents, Applicable Law or otherwise.
(b) Each approval of the following Requisite Lenders or all Lenders, Agent Bank shall require submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent Bank or such other course of action recommended by the Majority Requisite Lenders:
(i) approval , and each non-responding Lender shall be deemed to have concurred with such recommended course of certain actions with respect to management agreements for the Eligible Projects pursuant to Section 3.2(b) hereof;
(ii) approval of a Major Construction Project under Section 3.4 hereof;
(iii) approval of any material amendment of the organizational documents of Borrower, CBL Properties, Inc. or their respective Subsidiaries prohibited by Section 7.1 hereof;
(iv) approval of certain changes in executive officers otherwise prohibited by Section 7.1 hereof;
(v) acceleration of the Obligations following an Event of Default or rescission of such acceleration under Section 7.2(b) hereof;
(vi) approval of the exercise of rights and remedies under the Loan Documents following an Event of Default;
(vii) removal of Agent and appointment of a successor under Section 8.10 hereof;
(viii) approval of a Post-Foreclosure Plan and related matters pursuant to Section 8.12(f) hereof; and
(ix) except as otherwise provided in Section 9.5, approval of any amendment, modification or termination of this Agreementaction.
Appears in 1 contract
Consent and Approvals. (a1) Each Lender has authorized and directedAgent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, and hereby authorizes and directsby the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to enter into take or to grant without instructions from any Lenders and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents other than this Agreement for the benefit of until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement, or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant hereto.
(2) Each Lender agrees that any action taken by Agent at the direction or with the Majority consent of Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of Lenders) in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the Majority consent of Requisite Lenders (or, where so required, such greater proportion), of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. Without limiting the generality of the foregoingAll communications from Agent to Lenders requesting Lenders' determination, the Agent shall have the sole and exclusive right and authority to:
consent, approval or disapproval (i) act as shall be given in the disbursing and collecting agent for the Lenders with respect form of a written notice to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral;
each Lender, (ii) execute and deliver shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Collateral Document and accept delivery of each Lender where such agreement delivered by matter or thing may be inspected, or shall otherwise describe the Borrower matter or any of its Subsidiaries;
issue to be resolved, (iii) act as collateral agent for shall include, if reasonably requested by a Lender and to the Lenders for purposes extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the perfection of all security interests matter or issue to be resolved, and Liens created by such agreements and all other purposes stated therein, provided, however, the Agent hereby appoints, authorizes and directs the Lenders to act as collateral sub-agents for the Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to any of the Collateral held by such Lender;
(iv) manageshall include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, supervise and otherwise deal but in any event within ten (10) Business Days (the "Lender Reply Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with the Collateral;
(v) take such action as is necessary or desirable to maintain the perfection and priority a written explanation of the security interest reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination and Liens created or purported to be created by the Loan Documents;
(vi) deliver notices, including notices of default, hereunder Borrower and under the each other Loan Documents; and
(vii) except Lender may rely on such approval as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Agent or the Lenders with if given. With respect to decisions requiring the Collateral under approval of Requisite Lenders or all Lenders, Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all Lenders and upon receiving the Loan Documents, Applicable Law or otherwise.
(b) Each of the following shall require the required approval or consent shall follow the course of the Majority action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders:
(i) approval , and each non-responding Lender shall be deemed to have concurred with such recommended course of certain actions with respect to management agreements for the Eligible Projects pursuant to Section 3.2(b) hereof;
(ii) approval of a Major Construction Project under Section 3.4 hereof;
(iii) approval of any material amendment of the organizational documents of Borrower, CBL Properties, Inc. or their respective Subsidiaries prohibited by Section 7.1 hereof;
(iv) approval of certain changes in executive officers otherwise prohibited by Section 7.1 hereof;
(v) acceleration of the Obligations following an Event of Default or rescission of such acceleration under Section 7.2(b) hereof;
(vi) approval of the exercise of rights and remedies under the Loan Documents following an Event of Default;
(vii) removal of Agent and appointment of a successor under Section 8.10 hereof;
(viii) approval of a Post-Foreclosure Plan and related matters pursuant to Section 8.12(f) hereof; and
(ix) except as otherwise provided in Section 9.5, approval of any amendment, modification or termination of this Agreementaction.
Appears in 1 contract
Consent and Approvals. (a) Each Lender has authorized and directed, and hereby authorizes and directs, Agent to enter into the Loan Documents other than this Agreement for the benefit of Lenders. Each Lender agrees that any action taken by Agent or the Majority Lenders (or, where required by the express terms of this Agreement, a greater proportion of Lenders) in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent or the Majority Lenders (or, where so required, such greater proportion), of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, the Agent shall have the sole and exclusive right and authority to:
(i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral;
(ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Borrower or any of its Subsidiaries;
(iii) act as collateral agent for the Lenders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, the Agent hereby appoints, authorizes and directs the Lenders to act as collateral sub-agents for the Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to any of the Collateral held by such Lender;
(iv) manage, supervise and otherwise deal with the Collateral;
(v) take such action as is necessary or desirable to maintain the perfection and priority of the security interest and Liens created or purported to be created by the Loan Documents;
(vi) deliver notices, including notices of default, hereunder and under the other Loan Documents; and
(vii) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Agent or the Lenders with respect to the Collateral under the Loan Documents, Applicable Law or otherwise.
(b) Each of the following shall require the approval or consent of the Majority Lenders:
(i) approval of certain actions with respect to management agreements for the Eligible Projects pursuant to Section 3.2(b) hereof;
(ii) approval of a Major Construction Project under Section 3.4 hereof;
(iii) approval of any material amendment of the organizational documents of Borrower, Holdings I, Holdings II, CBL Properties, Inc. or their respective Subsidiaries prohibited by Section 7.1 hereof;
(iv) approval of certain changes in executive officers otherwise prohibited by Section 7.1 hereof;
(v) acceleration of the Obligations following an Event of Default or rescission of such acceleration under Section 7.2(b) hereof;
(vi) approval of the exercise of rights and remedies under the Loan Documents following an Event of Default;
(vii) removal of Agent and appointment of a successor under Section 8.10 hereof;
(viii) approval of a Post-Foreclosure Plan and related matters pursuant to Section 8.12(f) hereof; and
(ix) except as otherwise provided in Section 9.5, approval of any amendment, modification or termination of this Agreement.
Appears in 1 contract
Consent and Approvals. (a) Each Lender has authorized and directedAgent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, and hereby authorizes and directsby the terms of this Agreement or of any of the Loan Documents, Agent is permitted or required to enter into take or to grant without instructions from any Lenders and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents other than this Agreement for the benefit of until it shall have received such instructions from Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement, or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Agent to act or refrain from acting pursuant hereto.
(b) Each Lender agrees that any action taken by Agent at the direction or with the Majority consent of Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of Lenders) in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Agent at the direction or with the Majority consent of Requisite Lenders (or, where so required, such greater proportion), of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. Without limiting the generality of the foregoingAll communications from Agent to Lenders requesting Lenders' determination, the Agent shall have the sole and exclusive right and authority to:
consent, approval or disapproval (i) act as shall be given in the disbursing and collecting agent for the Lenders with respect form of a written notice to all payments and collections arising in connection with this Agreement and the Loan Documents relating to the Collateral;
each Lender, (ii) execute and deliver shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Collateral Document and accept delivery of each Lender where such agreement delivered by matter or thing may be inspected, or shall otherwise describe the Borrower matter or any of its Subsidiaries;
issue to be resolved, (iii) act as collateral agent for shall include, if reasonably requested by a Lender and to the Lenders for purposes extent not previously provided to such Lender, written materials and a summary of all oral information provided to Agent by Borrower in respect of the perfection of all security interests matter or issue to be resolved, and Liens created by such agreements and all other purposes stated therein, provided, however, the Agent hereby appoints, authorizes and directs the Lenders to act as collateral sub-agents for the Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to any of the Collateral held by such Lender;
(iv) manageshall include Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, supervise and otherwise deal with the Collateral;
but (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interest and Liens created or purported to be created by the Loan Documents;
(vi) deliver notices, including notices of default, hereunder and under the other Loan Documents; and
(vii) except as may be otherwise specifically restricted by the terms of this Agreement or any other Loan Document, exercise all remedies given to the Agent or the Lenders with respect to the Collateral under the Loan Documents, Applicable Law or otherwise.
(b) Each of the following shall require the approval or consent of the Majority Lenders:
(i) approval of certain actions with respect to management agreements for the Eligible Projects pursuant to Section 3.2(b) hereof;
(ii) approval of a Major Construction Project under Section 3.4 hereof;
(iii) approval of any material amendment of the organizational documents of Borrower, CBL Properties, Inc. or their respective Subsidiaries prohibited by Section 7.1 hereof;
(iv) approval of certain changes in executive officers otherwise prohibited by Section 7.1 hereof;
(v) acceleration of the Obligations following an Event of Default or rescission of such acceleration under Section 7.2(b) hereof;
(vi) approval of the exercise of rights and remedies under the Loan Documents following an Event of Default;
(vii) removal of Agent and appointment of a successor under Section 8.10 hereof;
(viii) approval of a Post-Foreclosure Plan and related matters pursuant to Section 8.12(f) hereof; and
(ix) except as otherwise provided in Section 9.511.5(d)) in any event within ten (10) Business Days (the "Lender Reply Period"). Unless a Lender shall give written notice to Agent that it objects to the recommendation or determination of Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply -100- 107 Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination and Borrower and each other Lender may rely on such approval as if given. With respect to decisions requiring the approval of any amendmentRequisite Lenders or all Lenders, modification Agent shall submit its recommendation or termination determination for approval of this Agreementor consent to such recommendation or determination to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to Lenders by Agent or such other course of action recommended by Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.
Appears in 1 contract