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.
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. 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. 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. Upon satisfaction of the conditions to effectiveness set forth in Section 5 below and notwithstanding Section 6.12 of the Loan Agreement, Agent and the Lenders hereby consent (i) to the Borrower making the Specified Equity Issuance on the Sixth Amendment Effective Date solely pursuant to the documentation attached hereto as Exhibit B, (ii) retaining the Specified Net Cash Proceeds for working capital and for other general corporate purposes that are not prohibited by the Loan Agreement, (iii) adding the full amount of the Specified Net Cash Proceeds to EBITDA, as necessary, for the purpose of determining compliance with Section 7.1 and Section 7.6, as the case may be, of the Loan Agreement for the Specified Covenant Periods, and (iv) solely to the extent required by preemptive rights provisions of Section 14 of the Amended and Restated Certificate of Designation of Series H Convertible Preferred Stock (as in effect on the date hereof), the Amended and Restated Certificate of Designation of Series I Convertible Preferred Stock (as in effect on the date hereof), and the Amended Series J Certificate of Designation (as in effect on the date hereof) (collectively, the “Certificates of Designation”), the future issuance of Series J Securities to certain Exercising Holders (as defined in the applicable Certificates of Designation (as in effect on the date hereof)). Notwithstanding anything herein or in the Loan Documents or the Intercreditor Agreement to the contrary, Agent and Lenders agree and acknowledge that the Specified Net Cash Proceeds shall be first applied to the obligations arising under the Revolving Loan Agreement (but not in permanent reduction of the maximum revolving amount under the Revolving Loan Documents). For the avoidance of doubt and notwithstanding anything to the contrary herein or in the other Loan Documents, without limiting the effect of this consent, the Specified Equity Issuance shall be and continue to be deemed Disqualified Equity Interests for all purposes under the Loan Documents after giving effect to this Amendment and the consent set forth in this Section 2. The Revolving Agent shall be entitled to rely on the consent provided herein and the foregoing agreement and acknowledgment by Agent and the Lenders. The foregoing is a limited consent, and shall not, except as otherwise expressly provided in this Agreement, constitute (a) a modification or alteration of the terms, conditions or covenants of the Loan Agreement or any other...
Limited Consent. Licensor’s consent to Management Company operating the Project and Licensor’s grant to Management Company of the right to operate the Project are personal to Management Company, and this Management Company Acknowledgment is not assignable by Licensee or Management Company. If there is a change in control of Management Company or if Management Company becomes, is acquired by, comes under the control of, or merges with or into a Lodging Competitor, or if there is a material adverse change to the financial status or operational capacity of Management Company, Licensee will promptly notify Licensor of any such change and Management Company will be subject to the consent process under the License Agreement as a new operator of the Project.
Limited Consent. At the request of and as an accommodation to the Borrowers, subject to the terms and conditions set forth herein, including, without limitation, the terms set forth in Section 9, Agent and the Lenders constituting not less than Required Lenders, (a) consent to the merger of Merger Sub with and into Mohawk upon the consummation of the Merger, (b) notwithstanding the restrictions on Change in Control under Section 5.6 of the Credit Agreement, hereby consent to any Change in Control that may arise as a result of New Borrower’s acquisition of 100% of the outstanding equity interests of Mohawk pursuant to the Merger Agreement and (c) consent to the joinder of the New Borrower to the Credit Agreement. The consent set forth in this Section 2 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (1) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or of any other Financing Document; (2) prejudice any right that Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or any other Financing Document; (3) constitute a consent to or waiver of any past, present or future Default or Event of Default or other violation of any provisions of the Credit Agreement or any other Financing Documents, (4) create any obligation to forbear from taking any enforcement action, or to make any further extensions of credit or (5) establish a custom or course of dealing among any of the Credit Parties, on the one hand, or Agent or any Lender, on the other hand.
