Consent Under Credit Agreement. Effective as of the Second Amendment Effective Date, the Administrative Agent and the Consenting Lenders consent to the Company Merger, the Partnership Merger, the other Closing Date Transactions, the Assumption, the Guarantor Joinders and any actions related to the foregoing (collectively, the “Permitted Transactions”), in each case notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, and the Consenting Lenders hereby agree that the Permitted Transactions shall be permitted in their entirety; provided, however, that the Consents (as defined below) are limited to the matters set forth herein and shall not be deemed to be consents to any other violation of the Credit Agreement or any other Loan Document. The consents and agreements set forth in this Section 1 are collectively referred to as the “Consents”. References to the Credit Agreement in this section are to the existing Credit Agreement prior to effectiveness of this Agreement.
Consent Under Credit Agreement. Subject to the conditions as to effectiveness set forth in Paragraph 7 of this Agreement, the Required Lenders hereby consent to the terms and provisions of the Transaction.
Consent Under Credit Agreement. Effective as of the Consent Effective Time (as defined below), the Administrative Agent and the Consenting Lenders consent to the Company Merger, the Partnership Merger, the other Closing Date Transactions, the Assumption, the Guarantor Joinders and any actions related to the foregoing (collectively, the “Permitted Transactions”), in each case notwithstanding anything in the Credit Agreement or any other Credit Document to the contrary. For the avoidance of doubt and without limitation, effective as of the Consent Effective Time, the Administrative Agent and the Consenting Lenders hereby agree that (a) none of the Permitted Transactions shall constitute (i) a Change of Control as defined in the Credit Agreement, (ii) a transaction prohibited by Section 8.10 of the Credit Agreement or (iii) a transaction prohibited by Section 8.12 of the Credit Agreement, (b) the failure of DOC, as successor to the Parent in the Company Merger, to qualify as a REIT shall not constitute a breach of Section 7.16 of the Credit Agreement or a Default or Event of Default under Section 9.1(m) of the Credit Agreement and (c) the Permitted Transactions shall be permitted in their entirety. The consents and agreements set forth in this Section 2 are collectively referred to as the “Consents”. References to the Credit Agreement in this section are to the existing Credit Agreement prior to effectiveness of this Agreement.
Consent Under Credit Agreement. In reliance upon the representations and warranties of the Consent Parties set forth in Section 6 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 5(b) below, Agent and the Required Lenders hereby consent to (a) the US Ultimate Parent Share Contribution and the Canadian Ultimate Parent Share Contribution, (b) the issuance of the Canadian Note and the Borrower Canadian Note Assumption, (c) the Schlumberger Acquisition and payment of the Schlumberger Consideration and (d) treatment of the Schlumberger Acquisition as a "Permitted Acquisition" for all purposes under the Credit Agreement and the other Loan Documents. Except as expressly set forth in this Agreement, the foregoing consent shall not constitute (i) a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document or (ii) a waiver, release or limitation upon the exercise by Agent or any Lender of any of their respective rights, legal or equitable thereunder. Notwithstanding anything to the contrary set forth herein, the foregoing consent shall only be effective to the extent that the Canadian Note is (A) paid in shares of class A common stock of Ultimate Parent and (B) cancelled within one (1) Business Day of the Schlumberger Acquisition Closing Date and the failure to satisfy either of the foregoing clauses (A) and (B) shall constitute an immediate Event of Default.
Consent Under Credit Agreement. Pursuant to Section 6.1 of the Credit Agreement, Borrower is prohibited from forming or acquiring or permitting any of its Subsidiaries from forming or acquiring, any Subsidiary (with certain exceptions) unless Co-Agents and Requisite Lenders have given their prior written consent thereto. At the request of Borrower, Co-Agents and Requisite Lenders hereby consent to the formation by Connex of SANavigator.
Consent Under Credit Agreement. 1.1 Subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Agent and the Lenders hereby consent to the Banc of America Credit Facility, provided that all Net Proceeds received are applied as set forth in Section 2.09(f) of the Credit Agreement.
1.2 Upon the closing of the Banc of America Credit Facility and satisfaction of the conditions precedent in Section 5, the Agent agrees to promptly deliver to the Borrowers such documents and instruments reasonably requested by the Borrowers as shall be necessary to evidence the release of all liens on the Equipment.
Consent Under Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Paragraph 4 of this Amendment and notwithstanding anything to the contrary set forth in the Loan Documents (other than compliance with Section 6.10 of the Credit Agreement):
(a) the Agent and the Lenders hereby consent to the Restructuring, including, without limitation, the items listed on Exhibit A hereto, it being understood and agreed that no consent is being provided hereunder to any component of the Restructuring to the extent such component results in a breach of Section 6.
Consent Under Credit Agreement. 2.1 Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Agent and the Required Lenders hereby consent to the Sale of Kmart Receivables Program.
2.2 The Agent is authorized to enter into such documents and instruments as shall be necessary to effectuate the Sale of Kmart Receivables Program.
Consent Under Credit Agreement. Reference is made to the Consent under Credit Agreement and Release of Lien delivered by Agent and Lenders to Borrower on May 6, 2015 (the “Consent Letter”). Notwithstanding the express terms of the Consent Letter, the parties hereto agree that notwithstanding Sections 6.10 and 6.19 or any other provision of the Credit Agreement, provided that: (a) the Proposed Repurchase (as defined in the Consent Letter) is consummated on or before March 31, 2016; (b) no Revolving Loans are outstanding at the time of, and after giving effect to, the Proposed Repurchase; (c) no Default or Event of Default shall have occurred and be continuing at the time of, and after giving effect to, the Proposed Repurchase; and (d) if the Proposed Repurchase is consummated after September 30, 2015, the Credit Parties shall have consolidated EBITDA of not less than $45,000,000 as of the end of the most recently ended fiscal quarter on a trailing four fiscal quarter basis, then Agent and Lenders hereby consent to the consummation by JAKKS of the Proposed Repurchase and agree that the consummation of the Proposed Repurchase shall not constitute a breach of the provisions of Sections 6.10 or 6.19 of the Credit Agreement.
Consent Under Credit Agreement. Notwithstanding Section 7.9(v) of the Credit Agreement, the Financing Parties party hereto, which Financing Parties constitute the Required Financing Parties necessary to effect the consent hereinafter described, hereby consent to the CREZ Lease Amendment and Restatement.
