The Required Lenders. As to any provisions of this Agreement or the other Loan Documents under which action may or is required to be taken upon direction or approval of the Required Lenders, the direction or approval of the Required Lenders shall be binding upon each Lender to the same extent and with the same effect as if each Lender had joined therein. Notwithstanding anything to the contrary contained in this Agreement, Borrowers shall not be deemed to be a beneficiary of, or be entitled to enforce, xxx upon or assert as a defense to any of the Obligations, any provisions of this Agreement that requires Agent or any Lender to act, or conditions their authority to act, upon the direction or consent of the Required Lenders; and any action taken by Agent or any Lender that requires the consent or direction of the Required Lenders as a condition to taking such action shall, insofar as Borrowers are concerned, be presumed to have been taken with the requisite consent or direction of the Required Lenders.
The Required Lenders. (a) None of the Borrower, nor any Borrower Party, nor any Principal shall (w) directly or indirectly Transfer any interest in any Project or any part thereof (including any direct or indirect interest in any partnership, membership or other ownership interest or other Equity Interest in the Borrower, the Borrower’s Member or the Borrower’s Manager); (x) directly or indirectly grant any Lien on any direct or, prior to the Permitted Public REIT Transfer, indirect interest in any Project or any part thereof (including any direct or, prior to the Permitted Public REIT Transfer, indirect interest in any partnership, membership or other ownership interest or other Equity Interest in the Borrower, the Borrower’s Member or the Borrower’s Manager), whether voluntarily or involuntarily; (y) except for arrangements which result from the Permitted Reorganization pursuant to which the Permitted Public REIT or its Operating Partnership or another Permitted Public REIT Subsidiary thereof shall acquire such rights or powers, enter into any arrangement granting any direct or indirect right or power to direct the operations, decisions and affairs of the Borrower, the Borrower’s Member or the Borrower’s Manager, whether through the ability to exercise voting power, by contract or otherwise; or (z) except as described in clause (e) of the definition of “Permitted Liens,” enter into any easement or other agreement granting rights in or restricting the use or development of any Project except for easements and other agreements which, in the reasonable opinion of the Administrative Agent, have no Material Adverse Effect; provided, however, that, the foregoing restrictions shall not apply with respect to:
The Required Lenders. Except as specified above (i) the provisions of this Agreement may be amended and supplemented, and waivers and consents under it may be given, in writing executed by the Borrower, the Required Lenders and the Administrative Agent, if applicable, and otherwise supplemented only by documents delivered in accordance with the express terms of this Agreement, and (ii) each other Credit Document may only be amended and supplemented, and waivers and consents under it may be given, in a writing executed by the parties to that Credit Document that is also executed or approved by the Required Lenders and the Administrative Agent, if applicable, and otherwise supplemented only by documents delivered in accordance with the express terms of that other Credit Document.
The Required Lenders. Agent with the written consent of the Required Lenders, and Borrowers may, subject to the provisions of this Section 15.2 (b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or any Borrower thereunder or the conditions, provisions or terms thereof of waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall, without the consent of all Lenders:
The Required Lenders. As to any provisions of this Agreement or the other Credit Documents under which action may or is required to be taken upon direction or approval of the Required Lenders, the Required U.S. Revolver Lenders or Required Canadian Revolver Lenders, as applicable, the direction or approval of the Required Lenders shall be binding upon each Lender to the same extent and with the same effect as if each Lender had joined therein.
The Required Lenders the Required Term B Lenders and the Administrative Agent hereby waive the requirement (i) for delivery of a prepayment notice three Business Days before the date of prepayment pursuant to Section 2.10(a)(ii) of the Credit Agreement with respect to the Non-Exchanged Initial Term A Loans and the Non-Exchanged Delayed Draw Term A Loans and (ii) for delivery of a Borrowing Request three Business Days prior to the requested date of any Borrowing of Eurocurrency Loans pursuant to Section 2.03 of the Credit Agreement with respect to the Euro Term A Loans and the Dollar Term A Loans.
The Required Lenders. After the occurrence and during the continuance of an Event of Default, the Borrower agrees that all returned, reclaimed or repossessed merchandise or goods shall be set aside by the Borrower, marked with the Lenders' name and held by the Borrower for the Lenders' account as owner and assignee.
The Required Lenders. Notwithstanding the foregoing, the rate of interest on the Notes and the amount of any Facility Fees or Utilization Fees may not be reduced or forgiven, the term of the Notes may not be extended, the regularly scheduled payment date for principal or interest on the Notes, the Reimbursement Obligations or any Facility Fees or Utilization Fees may not be postponed or extended, and the Commitment Amounts of a Lender may not be increased, in each case without the written consent of the Borrower and the written consent of each Lender directly affected thereby; the principal amount of any Loans may not be forgiven without the written consent of each Lender directly affected thereby; this Section 24 may not be changed without the written consent of the BorroweR and the written consent of all of the Lenders; the definition of Required Lenders may not be amended without the written consent of all of the Lenders; the Agent may not release any guaranty for the Obligations (except as provided in Section 4.13 hereof) without the written consent of all the Lenders; the amount of the Agent Fees payablE for the account of the Agent, any provision applicable to the Swing Line Loans and the Agent in its capacity as lender of the Swing Line Loans, and Section 13 hereof may not be amended without the written consent of the Agent; anD no provision applicable to the Issuing Bank may be amended without the written consent of the Issuing Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.
The Required Lenders. As to any provisions of this Agreement or the other Credit Documents under which action may or is required to be taken upon direction or approval of the Required Lenders, the direction or approval of the Required Lenders shall be binding upon each Lender to the same extent and with the same effect as if each Lender had joined therein. Several Obligations. The obligations and commitments of each Lender under this Agreement and the other Credit Documents are several and neither any Agent nor any Lender shall be responsible for the performance by the other Lenders of its obligations or commitments hereunder or thereunder. Notwithstanding any liability of Lenders stated to be joint and several to third Persons under any of the Credit Documents, such liability shall be shared, as among Lenders, Pro Rata according to the respective Commitments of Lenders. Agents in their Individual Capacities. With respect to its obligation to lend under this Agreement, the Loans made by it and each Note issued to it, each Agent shall have the same rights and powers hereunder and under the other Credit Documents as any other Lender or holder of a Note and may exercise the same as though it were not performing the duties specified herein; and the terms “Lenders,” “Required Lenders,” or any similar term shall, unless the context clearly otherwise indicates, include each Agent in its capacity as a Lender. Each Agent and its Affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with any Borrower, or any Affiliate of any Borrower, as if it were any other bank and without any duty to account therefor (or for any fees or other consideration received in connection therewith) to the other Lenders. Bank or its affiliates may receive information regarding any Borrower or any of such Borrower’s Affiliates and account debtors (including information that may be subject to confidentiality obligations in favor of Borrowers or any of their Affiliates) and Lenders acknowledge that neither Administrative Agent nor Bank shall be under any obligation to provide such information to Lenders to the extent acquired by Bank in its individual capacity and not as Administrative Agent hereunder. No Third Party Beneficiaries. This Section 13 is not intended to confer any rights or benefits upon Borrowers or any other Person except Lenders and ...
The Required Lenders. 2. The Borrower shall have (a) paid all fees and other amounts earned, due and payable to the Agents pursuant to any agreements or arrangements pursuant to which the Borrower has agreed to compensate any Agent in connection with the transactions contemplated by this Fourteenth Amendment and (b) to the extent invoiced at least three Business Days prior to the Fourteenth Amendment Effective Date, reimbursed or paid all reasonable and documented out-of-pocket expenses in connection with this Fourteenth Amendment and any other reasonable and documented AMERICAS 123907318 out-of-pocket expenses of the Agents, including the reasonable fees, charges and disbursements of counsel for the Agents as required to be paid or reimbursed pursuant to the Credit Agreement.