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. 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. 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. 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:
(i) increase the Commitment Percentage of any Lender;
(ii) extend the maturity of any Note or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable by Borrowers to Lenders pursuant to this Agreement;
(iii) alter the definition of the term Required Lenders or alter, amend or modify this Section 15.2(b);
(iv) release any Collateral or Guarantor Collateral during any calendar year (other than in accordance with the provisions of this Agreement) having an aggregate value in excess of two hundred fifty thousand dollars ($250,000);
(v) change the rights and duties of Agent;
(vi) permit any Revolving Advance to be made if after giving effect thereto the total of Advances outstanding hereunder would exceed the Aggregate Formula Amount for more than thirty (30) consecutive Business Days or exceed one hundred ten percent (110%) of the Aggregate Formula Amount; or
(vii) increase the Advance Rates above the Advance Rates in effect on the Closing Date. Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and Agent and all future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon. In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed to have consented to matter t...
The Required Lenders. 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 indirect interest in any Project or any part thereof, whether voluntarily or involuntarily; (y) 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. 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. The Administrative Agent shall have received (i) a certificate (with appropriate insertions and attachments) of each Loan Party signed by an authorized officer of such Loan Party and, among other things (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to this Amendment and the increase in the Aggregate Commitment to be effected hereby and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date) and (y) no Default or Unmatured Default exists, and (ii) legal opinions in such form and substance as the Administrative Agent may reasonably request. The Administrative Agent shall have received an instrument of acknowledgement and confirmation, substantially in the form of Exhibit A hereto and signed by an authorized officer of each Loan Party, with respect to the guarantees, security interests and liens created under the Loan Documents and the effectiveness and enforceability thereof for the benefit of all Lenders (including the Incremental Lenders) after giving effect to this Amendment. The Arrangers, the Administrative Agent and the Incremental Lenders shall have received all fees required to be paid, and all reasonable out-of-pocket expenses for which invoices have been presented (including, without limitation, the reasonable fees and disbursements of legal counsel), on or before the Amendment Effective Date.
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.
The Required Lenders and Administrative Agent agree that the Parent Borrower may deliver a Request for Credit Extension pursuant to Section 4.02 of the Credit Agreement not later than 1:00 p.m. on the Business Day prior to the date of the proposed Credit Extension (in lieu of three Business Days). The Required Lenders and Administrative Agent waive the requirement for delivery of a Prepayment Notice pursuant to Section 2.05 of the Credit Agreement. The Lenders party hereto waive the payment of any breakage loss or expense under Section 3.05 of the Credit Agreement in connection with the exchange of Term B Loans into Term B-1 Loans.
