Additional Lender Consents. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a reduction in the rate of interest on the Notes (other than (i) a reduction or waiver of default interest or (ii) a reduction arising from a Benchmark Replacement in accordance with §4.16); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.12 or §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loans; (f) an extension of any applicable Maturity Date of any Class of Loans; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower or any other Credit Party, except as otherwise provided in §5.2 or §5.4; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of a Loan of any Class made by the Borrower other than based on its Applicable Percentage of such Class; (k) an amendment to the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modification in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (l) [reserved]; (m) an amendment to the definition of Applicable Percentage; (n) amendment to this §27; or (o) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action; or (p) any change in criteria for the admission of any Real Estate as an Unencumbered Property.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Plymouth Industrial REIT, Inc.), Term Loan Credit Agreement (Plymouth Industrial REIT, Inc.)
Additional Lender Consents. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a reduction in the rate of interest on the Notes (other than (i) a reduction or waiver of default interest or (ii) a reduction arising from a Benchmark Replacement in accordance with §4.16interest); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.12 or §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount or date fixed for any payment of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the LoansLoan; (f) an extension of any applicable Maturity Date of any Class of LoansLoans (except an extension of the Revolving Credit Maturity Date as provided in §2.13); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower or any other Credit Party, except as otherwise provided in §5.2 or §5.4; (i) an amendment of the definition of Majority Lenders, Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of a Loan of any Class made by the Borrower other than based on its Applicable Percentage of such Class; (k) an amendment to the definition of the term “Required Majority Class Lenders” as it relates to a Class of Lenders or modification in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (k) any modification to require a Lender to fund a pro rata share of a request for an advance of a Loan of any Class made by the Borrower other than based on its Applicable Percentage of such Class; (l) [reserved]while any Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders to make Revolving Credit Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swing Loan Commitment, or (C) change the amount of the Letter of Credit Sublimit, in each case, without the written consent of the Revolving Credit Lenders constituting the Majority Class Lenders of the Revolving Credit Lenders; (m) an amendment to the definition of Applicable Percentage; , Revolving Credit Commitment Percentage, or Term Loan Commitment Percentage, (n) an amendment to this §27; or (ol) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Majority Lenders or the Required Lenders to require a lesser number of Lenders to approve such action; (m) any change in the definition of Eligible Real Estate or Borrowing Base Availability or any constituent definitions related thereto; or (pn) any change in criteria for the admission of any Real Estate as an Unencumbered a Pool Property.
Appears in 2 contracts
Samples: Credit Agreement (City Office REIT, Inc.), Credit Agreement (City Office REIT, Inc.)
Additional Lender Consents. Notwithstanding In addition to the foregoingforegoing requirements, none no amendment, waiver or consent shall: (i) increase (or reinstate) a Commitment of a Lender or subject a Lender to any additional obligations without the written consent of such Lender; (ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations, or postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Loan or for the payment of Fees or any other Obligations, in each case, owing to any of the following may occur Lenders, without the written consent of each Lender adversely directly affected thereby: (a) a reduction in ; provided, however, only the rate written consent of the Requisite Lenders shall be required for the waiver of interest on payable at the Notes (other than (i) a reduction or waiver of default interest or (ii) a reduction arising from a Benchmark Replacement in accordance with §4.16); (b) an increase in the amount Post-Default Rate, retraction of the Commitments imposition of interest at the Lenders (except as provided in §2.12 or §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loans; (f) an extension of any applicable Maturity Date of any Class of Loans; (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower or any other Credit Party, except as otherwise provided in §5.2 or §5.4; (i) an Post-Default Rate and amendment of the definition of Required Lenders or “Post-Default Rate”; (iii) reduce the amount of any requirement for Fees payable to a Lender without the written consent by all of the Lenderssuch Lender; (jiv) any modification to require a Lender to fund a pro rata share modify the definitions of a request for an advance “Revolving Termination Date” (except in accordance with Section 2.13.) or “Revolving Commitment Percentage”, modify clause (a) of a Loan of any Class made by the Borrower other than based on its Applicable Percentage of such Class; (k) an amendment to the definition of the term “Required Termination Date”, or extend the expiration date of any Letter of Credit beyond the Revolving Termination Date, in each case, without the written consent of each Revolving Lender; (v) modify the definition of “Term Loan Termination Date” or modify clause (b) of the definition of the term “Termination Date”, in each case, without the written consent of each Term Loan Lender; (vi) while any Term Loans remain outstanding, amend, modify or waive (A) Section 5.2. or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Lenders to make Revolving Loans or the Issuing Banks to issue Letters of Credit when such Lenders or the Issuing Banks, as applicable, would not otherwise be required to do so, or (B) the L/C Commitment Amount, in each case, without the prior written consent of the Requisite Class Lenders for the Revolving Lenders; (vii) modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2., Section 3.3., or Section 10.5. without the written consent of each Lender; (viii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section without the written consent of each Lender; (ix) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of all of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof without the written consent of each Lender; (x) modify the definition of the term “Requisite Class Lenders” as it relates to a Class of Lenders Lenders, or modification modify in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Class; (l) [reserved]; (m) an amendment to the definition of Applicable Percentage; (n) amendment to this §27; or (o) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action; or (p) any change in criteria for the admission of any Real Estate as an Unencumbered Property.- 121 - LEGAL02\42427047.v4
Appears in 1 contract
Additional Lender Consents. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected therebythe Lenders as set forth herein: (a) a reduction in the rate of interest on the any Loans or Notes (other than (i) a reduction or waiver of default interest or (ii) a reduction arising from a Benchmark Replacement in accordance with §4.16interest); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.12 or §18.1); (c) , a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) , a change in the amount or date fixed for any payment of any fee payable to a Lender hereunder; (e) , or the postponement of any date fixed for any payment of principal of or interest on the Loans, in each case, without the written consent of each Lender adversely affected thereby; (fb) an increase in the amount of the Commitment of any of the Lenders, except as provided in §2.11 or §18.1, or the reinstatement of any Commitment terminated pursuant to §12.4 without the written consent of each Lender adversely affected thereby; (c) an extension of any applicable Maturity Date the maturity date of any Class of Loans, except as provided in §2.9, without the written consent of each Lender of such Class; (gd) a change in the manner of distribution of any payments to the Lenders or the AgentAgent without the written consent of all of the Lenders; (he) the release of Borrower or any Borrower, other Credit Party, or any Collateral except as otherwise provided in §5.2 5.3 or §5.4§ 5.5 without the consent of all of the Lenders; (if) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders, without the written consent of all of the Lenders; (jg) [reserved]; (h) any modification to require a Lender to fund a pro rata share of a request for an advance Advance of a Loan of any Class Loans made by the Borrower other than based on its Applicable Percentage without the written consent of each Lender adversely affected thereby; (i) while any Term Loans or New Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such Classamendment, modification or waiver is to require the Revolving Credit Lenders to make Revolving Credit Loans when such Lenders would not otherwise be required to do so, or (B) change the amount of the Letter of Credit Sublimit, in each case, without the written consent of the Revolving Credit Lenders constituting the Required Lenders of the Revolving Credit Lenders; (kj) an amendment to the definition of Commitment Percentage, Revolving Credit Commitment Percentage, Term Loan Commitment Percentage, New Term Loan Commitment Percentage, or Applicable Percentage without the term “Required Class Lenders” as it relates written consent of each Lender affected thereby, (k) an amendment to a Class of Lenders or modification in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, this §28.2 without the written consent of all of the Lenders in such ClassLenders; (l) [reserved]any amendment, consent, or waiver that would result in a Change of Control of the Borrower or any Guarantor without the written consent of all of the Lenders; (m) an amendment to §2.13, §4.3(a), §12.4, §12.5, or §13 without the definition written consent of Applicable Percentage; all of the Lenders, or (n) amendment to this §27; or (o) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders or the Required Lenders to require a lesser number of Lenders to approve such action; or (p) any change in criteria for action without the admission written consent of any Real Estate as an Unencumbered Propertyall of the Lenders.
Appears in 1 contract
Additional Lender Consents. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a reduction in the rate of interest on the Notes (other than (i) a reduction or waiver of default interest or (ii) a reduction arising from a Benchmark Replacement in accordance with §4.16); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.12 or §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loans; (f) an extension of any applicable Maturity Date of any Class of LoansLoans (except an extension of the Revolving Credit Maturity Date as provided in §2.13); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower or any other Credit Party, except as otherwise provided in §5.2 or §5.4; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of a Loan of any Class made by the Borrower other than based on its Applicable Percentage of such Class; (k) an amendment to the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modification in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Classclass; (l) [reserved]while any Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders to make Revolving Credit Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swing Loan Commitment, or (C) change the amount of the Letter of Credit Sublimit, in each case, without the written consent of the Revolving Credit Lenders constituting the Required Class Lenders of the Revolving Credit Lenders; (m) an amendment to the definition of Applicable Percentage, Revolving Credit Commitment Percentage or Term Commitment Percentage; (n) amendment to this §27; or (o) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Required Lenders or the Required Lenders to require a lesser number of Lenders to approve such action; or (p) any change in criteria for the admission of any Real Estate as an Unencumbered Property.
Appears in 1 contract
Additional Lender Consents. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a reduction in the rate of interest on the Notes (other than (i) a reduction or waiver of default interest or (ii) a reduction arising from a Benchmark Replacement in accordance with §4.16); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.12 or §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loans; (f) an extension of any applicable Maturity Date of any Class of LoansLoans (except an extension of the Revolving Credit Maturity Date as provided in §2.13); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower or any other Credit Party, except as otherwise provided in §5.2 or §5.4; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of a Loan of any Class made by the Borrower other than based on its Applicable Percentage of such Class; (k) an amendment to the definition of the term “Required Class 129 Lenders” as it relates to a Class of Lenders or modification in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders in such Classclass; (l) [reserved]while any Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders to make Revolving Credit Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swing Loan Commitment, or (C) change the amount of the Letter of Credit Sublimit, in each case, without the written consent of the Revolving Credit Lenders constituting the Required Class Lenders of the Revolving Credit Lenders; (m) an amendment to the definition of Applicable Percentage, Revolving Credit Commitment Percentage or Term Commitment Percentage; (n) amendment to this §27; or (o) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Required Lenders or the Required Lenders to require a lesser number of Lenders to approve such action; or (p) any change in criteria for the admission of any Real Estate as an Unencumbered Property.
Appears in 1 contract
Additional Lender Consents. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender adversely affected thereby: (a) a reduction in the rate of interest on the Notes (other than (i) a reduction or waiver of default interest or (ii) a reduction arising from a Benchmark Replacement in accordance with §4.16); (b) an increase in the amount of the Commitments of the Lenders (except as provided in §2.12 or §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loans; (f) an extension of any applicable Maturity Date of any Class of LoansLoans (except an extension of the Revolving Credit Maturity Date as provided in §2.13); (g) a change in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of Borrower or any other Credit Party, except as otherwise provided in §5.2 or §5.4; (i) an amendment of the definition of Required Lenders or of any requirement for consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of a Loan of any Class made by the Borrower other than based on its Applicable Percentage of such Class; (k) an amendment to the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modification in any other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, in each case, solely with respect to such Class of 131 Lenders, without the written consent of all of the Lenders in such Classclass; (l) [reserved]while any Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders to make Revolving Credit Loans when such Lenders would not otherwise be required to do so, (B) change the amount of the Swing Loan Commitment, or (C) change the amount of the Letter of Credit Sublimit, in each case, without the written consent of the Revolving Credit Lenders constituting the Required Class Lenders of the Revolving Credit Lenders; (m) an amendment to the definition of Applicable Percentage, Revolving Credit Commitment Percentage or Term Commitment Percentage; (n) amendment to this §27; or (o) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Required Lenders or the Required Lenders to require a lesser number of Lenders to approve such action; or (p) any change in criteria for the admission of any Real Estate as an Unencumbered Property.
Appears in 1 contract
