Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 12 contracts
Samples: Credit Agreement, Credit Agreement, Credit Agreement
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 10 contracts
Samples: Credit Agreement (Entergy New Orleans, LLC), Credit Agreement (Entergy Mississippi, LLC), Credit Agreement (Entergy Mississippi, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 9 contracts
Samples: Credit Agreement (Entergy Louisiana, LLC), Credit Agreement (Entergy Arkansas Inc), Credit Agreement (Entergy Arkansas Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLoan, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.Fund with respect to such Lender;
Appears in 8 contracts
Samples: Term Loan Credit Agreement (Oncor Electric Delivery Co LLC), Term Loan Credit Agreement (Oncor Electric Delivery Co LLC), Term Loan Credit Agreement (Oncor Electric Delivery Co LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Commitment if such assignment is to a Person that is not a Lender with a CommitmentCommitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.;
Appears in 7 contracts
Samples: Credit Agreement (Greenbrook TMS Inc.), Credit Agreement (Greenbrook TMS Inc.), Credit Agreement (Greenbrook TMS Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.9(b)(i)(B) of this Section above and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it they shall object thereto by written notice to the Administrative Agent within ten 5 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned) shall be required for assignments an assignment if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank the L/C Issuers and Swingline Lender the Administrative Agent in its capacity as the maker of Swing Loans shall be required for any assignment.
Appears in 7 contracts
Samples: Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek US Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) and the consent of each LC Issuing Bank and Swingline Lender the L/C Issuers (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 6 contracts
Samples: Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;thereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of any Facility; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 6 contracts
Samples: Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 5 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments hereunder if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC the Issuing Bank and Swingline Lender shall be required for any assignmentassignment hereunder.
Appears in 6 contracts
Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Bi)(B) of this Section and, in addition:
(A) the consent of the Borrower Representative (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (x) an Event of a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund with respect to such Lender; provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;thereof (including the Administrative Agent’s confirmation by telephone that the Borrower Representative has received such notice); and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments if unless such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.Fund with respect to such Lender;
Appears in 5 contracts
Samples: Credit Agreement (Aon PLC), Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank the L/C Issuer and Swingline the Swing Line Lender shall be required for any assignmentassignment in respect of Revolving Loans and Revolving Commitments.
Appears in 5 contracts
Samples: Credit Agreement (Ciner Resources LP), Credit Agreement (Ciner Resources LP), Credit Agreement (Ciner Resources LP)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default under Section 9.01(a), 9.01(f) or 9.01(g) has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Commitment if such assignment is to a Person that is not a Lender with a CommitmentCommitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 5 contracts
Samples: Credit Agreement (Societal CDMO, Inc.), Credit Agreement (Societal CDMO, Inc.), Credit Agreement (Recro Pharma, Inc.)
Required Consents. No consent Each assignment shall be required for any assignment except subject to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower following Persons (such consent which shall not to be unreasonably withheld or delayed):
(i) shall be required the Borrower, unless (x) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
(Bii) the consent of the Administrative Agent and the Swingline Lender; and
(iii) each Issuing Lender with a Letter of Credit Issuing Lender Sublimit that is, at the time of such consent not to be unreasonably withheld or delayed) shall be required for assignments if assignment, among the five highest Letter of Credit Issuing Lender Sublimits at such time, unless the assignment is to a Person Lender; provided that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and
(C) the no consent of each LC any Issuing Bank and Swingline Lender shall be required for any assignmentassignment between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC.
Appears in 5 contracts
Samples: Credit Agreement (CNX Resources Corp), Credit Agreement (CNX Midstream Partners LP), Credit Agreement (CNX Resources Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 5 contracts
Samples: Credit Agreement (Safehold Inc.), Credit Agreement (Istar Inc.), Credit Agreement (Istar Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any unfunded Revolving Commitment if such assignment is to a Person that is not a Lender with a CommitmentCommitment subject to such assignment, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 5 contracts
Samples: Credit Agreement (BGC Partners, Inc.), Credit Agreement (Newmark Group, Inc.), Credit Agreement (BGC Partners, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, (2) if such assignment is with respect to the Revolving Credit Facility, such assignment is to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or (y3) if such assignment is with respect to a Term Facility, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such an assignment is to a Person that is not a Lender with a Commitmentin respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund; andFund with respect to such Lender;
(C) the consent of each LC Issuing Bank the L/C Issuers and Swingline the Swing Line Lender shall be required for any assignmentassignment in respect of the Revolving Credit Facility that is not to a Revolving Credit Lender.
Appears in 5 contracts
Samples: Credit Agreement (Apple Hospitality REIT, Inc.), Credit Agreement (Apple Hospitality REIT, Inc.), Credit Agreement (Apple Hospitality REIT, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) a. the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an a Specified Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; Fund with respect to such Lender, provided that after the passage of seven (7) Business Days of receipt of written notice of an assignment from the Agent by the Borrower without the Borrower giving the Agent written notice of the Borrower’s objection to such assignment, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;assignment; and
(B) b. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Term Loan if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 5 contracts
Samples: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an a Specified Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof;thereof in accordance with Section 11.02; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Incremental Term Loan Commitment if such assignment is to a Person that is not a Lender with a CommitmentCommitment in respect of the applicable facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 5 contracts
Samples: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 4 contracts
Samples: Credit Agreement (Entergy Mississippi, LLC), Term Loan Credit Agreement (Entergy New Orleans, LLC), Term Loan Credit Agreement (Entergy New Orleans, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved Fund; provided that with respect to any assignment of Loans hereunder, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, or an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.Fund with respect to such Lender;
Appears in 4 contracts
Samples: Term Loan Agreement (American Tower Corp /Ma/), Term Loan Agreement (American Tower Corp /Ma/), 364 Day Term Loan Agreement (American Tower Corp /Ma/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) solely with respect to any assignment made at any time after the Closing Date, an Event of Default has occurred and is continuing exists at the time of such assignment, assignment or (y2) such assignment is to a Lender, an existing Lender or an Affiliate of a an existing Lender or an Approved Fundafter the Closing Date; provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a any Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 4 contracts
Samples: Term Loan Agreement (Thermo Fisher Scientific Inc.), Term Loan Agreement (Thermo Fisher Scientific Inc.), Bridge Credit Agreement (Thermo Fisher Scientific Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank the L/C Issuer and Swingline the Swing Line Lender shall be required for any assignment.
Appears in 4 contracts
Samples: Revolving Credit Agreement (EnLink Midstream, LLC), Revolving Credit Agreement (EnLink Midstream, LLC), Credit Agreement (EnLink Midstream, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) other than with respect to any assignment to a GSO Entity, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an a Default or Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Fund with respect to such Lender, and shall be deemed to have consented to any such assignment been given unless it shall object thereto by written notice to the Administrative Agent Borrower has responded within ten five (5) Business Days after having received notice thereof;of request therefor; and
(B) other than with respect to any assignment to a GSO Entity, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 4 contracts
Samples: Credit Agreement (Singer Madeline Holdings, Inc.), Second Lien Credit Agreement (Sequential Brands Group, Inc.), Second Lien Credit Agreement (Sequential Brands Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Arranger, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Term Commitment if such assignment is to a Person that is not a Lender with a Term Commitment, an Arranger, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Arranger, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 4 contracts
Samples: Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD), Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD), Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)
Required Consents. No consent shall be required for any assignment by a Lender except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it they shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 4 contracts
Samples: Eighth Amendment Agreement (Benefitfocus,Inc.), Eighth Amendment Agreement (Benefitfocus,Inc.), Senior Secured Revolving Credit Facility (Benefitfocus,Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or (except in the case of an assignment of all or any portion of any Lender’s Revolving Credit Commitment) an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender L/C Issuer shall be required for any assignmentassignment of Revolving Credit Loans or Revolving Credit Commitments.
Appears in 4 contracts
Samples: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty OP, L.P.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing shall exist at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such a Lender.
Appears in 4 contracts
Samples: Loan Agreement (Equity One, Inc.), Loan Agreement (Equity One, Inc.), Loan Agreement (Equity One, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Arranger, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Term Commitment if such assignment is to a Person that is not a Lender with a CommitmentTerm Commitment in respect of the applicable Term Facility, an Arranger, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Arranger, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 4 contracts
Samples: Credit Agreement (Echo Pharma Acquisition LTD), Credit Agreement (Echo Pharma Acquisition LTD), Credit Agreement (Echo Pharma Acquisition LTD)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section above and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such any assignment is in respect of any Term Loans to a Person that who is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank the Administrative Agent (including in its capacity as the issuer of Letters of Credit) and the Swingline Lender shall be required for any assignmentassignment in respect of the Revolving Commitments or Revolving Loans.
Appears in 4 contracts
Samples: Credit Agreement (National Storage Affiliates Trust), Credit Agreement (National Storage Affiliates Trust), Credit Agreement (National Storage Affiliates Trust)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 8.08 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by giving written notice to the Administrative Agent within ten five Business Days after having received notice thereof;, and provided, further, that the Borrower’s consent shall not be required during the primary syndication hereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Firstenergy Corp), Term Loan Credit Agreement (Firstenergy Corp), Term Loan Credit Agreement (FirstEnergy Solutions Corp.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 5 Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Loan if such assignment is to a Person that is not already a Lender with holding a CommitmentLoan, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such a Lender.
Appears in 4 contracts
Samples: Term Loan Agreement (Government Properties Income Trust), Term Loan Agreement (Select Income REIT), Term Loan Agreement (Government Properties Income Trust)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, Lender or an Affiliate of a Lender or (other than an Approved Fund); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank L/C Issuer and Swingline the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 4 contracts
Samples: Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 5 Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such a Lender.
Appears in 4 contracts
Samples: Term Loan Agreement (Senior Housing Properties Trust), Term Loan Agreement (Senior Housing Properties Trust), Term Loan Agreement (Senior Housing Properties Trust)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or Lender, an Approved FundFund or to any Federal Reserve Bank or other central bank authority or comparable agency having jurisdiction over such Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 4 contracts
Samples: Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Person that is a Lender, an Affiliate of a any Lender or an Approved FundFund with respect to any Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if unless such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such any Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for Fund with respect to any assignmentLender.
Appears in 4 contracts
Samples: Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved FundFund with respect to a Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment that creates or increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).
Appears in 4 contracts
Samples: Credit Agreement (Tennessee Valley Authority), June Maturity Credit Agreement (Tennessee Valley Authority), Credit Agreement (Tennessee Valley Authority)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Ba)(i)(B) of this Section 11.10 and, in addition:
(A) the consent of the Administrative Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent consents of each LC Issuing Bank the Fronting Lenders and Swingline the Swing Line Lender shall be required for any assignmentassignment in respect of the Revolving Credit Commitments.
Appears in 4 contracts
Samples: Credit Agreement (TTEC Holdings, Inc.), Credit Agreement (TTEC Holdings, Inc.), Credit Agreement (TTEC Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section 10.10(a) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment(such consent not to be unreasonably withheld or delayed).
Appears in 3 contracts
Samples: Credit Agreement (Transocean Ltd.), Credit Agreement (Transocean Ltd.), Credit Agreement (Transocean Ltd.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (x1) an Event of Default pursuant to Section 8.01(a) or Section 8.01(f) has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 3 contracts
Samples: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Term Loan Commitment if such assignment is to a Person that is not a Lender with a Term Loan Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 3 contracts
Samples: Term Loan Agreement (DCP Midstream Partners, LP), Term Loan Agreement (DCP Midstream Partners, LP), Term Loan Agreement (DCP Midstream Partners, LP)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayeddelayed (it being understood that any refusal by the Borrower to consent to a proposed assignment to a non-bank assignee that is a competitor of the Borrower, a private equity fund, or a hedge fund will not be deemed unreasonable)) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline the Swing Line Lender shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an a Default or Event of Default has occurred and is continuing exists at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved FundFund with respect to such a Lender; and
(C) the consent of each LC the Issuing Bank and Swingline Lender shall be required for any assignmentassignment in respect of a Revolving Commitment.
Appears in 3 contracts
Samples: Credit Agreement (United Homes Group, Inc.), Credit Agreement (United Homes Group, Inc.), Credit Agreement (United Homes Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a LenderLender of the same Class of Commitments or Loans, an Affiliate of such a Lender or an Approved FundFund of such a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if unless such assignment is to a Person that is not a Lender with a Commitmentof the same Class of Commitments or Loans, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent Fund of each LC Issuing Bank and Swingline Lender shall be required for any assignmentsuch a Lender.
Appears in 3 contracts
Samples: Term Loan Agreement (Realty Income Corp), Term Loan Agreement (Spirit Realty Capital, Inc.), Term Loan Agreement (Realty Income Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Partnership (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Partnership shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fundany assignment; and
(C) the consent of each LC Issuing Bank the L/C Issuers and Swingline the Swing Line Lender shall be required for any assignment.
Appears in 3 contracts
Samples: Amendment and Restatement Agreement (CrossAmerica Partners LP), Credit Agreement, Credit Agreement (CrossAmerica Partners LP)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing pursuant to Section 11.1.(a), 11.1.(e) or 11.1.(f) shall exist at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is in respect of assignments to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such a Lender.
Appears in 3 contracts
Samples: Loan Agreement (Park Hotels & Resorts Inc.), Loan Agreement (Park Hotels & Resorts Inc.), Delayed Draw Term Loan Agreement (Park Hotels & Resorts Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 9.07(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x) such assignment is to a financial institution and an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment under the Revolving Credit Facility.
Appears in 3 contracts
Samples: Five Year Credit Agreement (Jabil Inc), Five Year Credit Agreement (Jabil Circuit Inc), Five Year Credit Agreement (Jabil Circuit Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) such assignment is to any Specified Permitted Lender, (y) after the Funding Date, (1) an Event of Default under Section 6.01(a) or 6.01(e) has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that that, the Borrower shall be deemed to have consented to any such an assignment unless it shall object have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 3 contracts
Samples: Credit Agreement (Ovintiv Inc.), Asset Sale Term Credit Agreement (Ovintiv Inc.), Term Credit Agreement (Ovintiv Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default pursuant to Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any unfunded Commitment if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank L/C Issuer and Swingline the Swing Line Lender shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Jacobs Solutions Inc.), Credit Agreement (Jacobs Engineering Group Inc /De/), Credit Agreement (Jacobs Engineering Group Inc /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank L/C Issuer (such consent not to be unreasonably withheld or delayed) and Swingline the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Cisco Systems, Inc.), Credit Agreement (Cisco Systems, Inc.), Credit Agreement (Cisco Systems, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved FundFund with respect to a Lender; and
(C) the consent of each LC Issuing Bank the L/C Issuers and Swingline the Swing Line Lender shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Tesoro Logistics Lp), Credit Agreement (QEP Midstream Partners, LP), Credit Agreement (Tesoro Corp /New/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayeddelayed provided that it shall be reasonable for the Borrower to withhold consent if such Person does not provide to the Borrower the information required under Section 11.15) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 3 contracts
Samples: Cash Bridge Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) k. the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;
(B) l. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) m. the consent of each LC Issuing Bank and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Entergy Arkansas, LLC), Credit Agreement (Entergy Arkansas, LLC), Credit Agreement (Entergy Arkansas, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Facility if such assignment is to a Person that is not a Lender with a Revolving Commitment, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC the Issuing Bank Lender and the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Revolving Facility.
Appears in 3 contracts
Samples: Credit Agreement (Axcelis Technologies Inc), Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Southwestern Electric Power Co), Credit Agreement (Southwestern Electric Power Co), Credit Agreement (Southwestern Electric Power Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereofthereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Loans;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Loans or any unfunded Commitments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC the Issuing Bank and Swingline Lender shall be required for any assignmentassignment in respect of the Loans or any unfunded Commitment.
Appears in 3 contracts
Samples: Credit Agreement (Lonestar Resources US Inc.), Credit Agreement (Lonestar Resources US Inc.), Credit Agreement (Lonestar Resources US Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the The consent of the Administrative Agent, the Borrower (such consent in each case not to be unreasonably withheld or delayed) and, with respect to the assignment of any LC Exposure, the Issuing Bank shall be required unless for any assignment pursuant to this Section 12.05(b) other than (xA) at any time prior to the end of the Availability Period, assignments to a Lender or an Eligible Assignee and (B) at any time after the Availability Period, assignments to a Lender, an Affiliate of a Lender, an Eligible Assignee or an Approved Fund; provided that, in each case, no consent of the Borrower shall be required if a Default or Event of Default has occurred and is continuing at and the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrower’s consent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to been given if the Administrative Agent Borrower has not responded within ten (10) Business Days after having received notice thereof;
(B) the of an assignment request. No other consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentsuch assignment except to the extent required by clause (b)(i)(B) above.
Appears in 3 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x1) an Event of Default under Section 8.01(a) or, solely with respect to the Borrower or any Guarantor, Section 8.01(f), has occurred and is continuing at the time of such assignment, or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any Fund or (3) such assignment unless it shall object thereto by written notice is prior to the Administrative Agent within ten Business Days completion of the primary syndication or the 90th day after having received notice thereof;the Closing Date, whichever shall occur first; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) provided, however, that the consent of each LC Issuing Bank and Swingline Lender the Administrative Agent shall not be required for any assignmentassignment to an Affiliated Lender or a Person that upon effectiveness of an assignment would be an Affiliated Lender, except for the separate consent rights of the Administrative Agent pursuant to clause (h)(iv) of this Section 10.07.
Appears in 3 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc), Credit Agreement (J Crew Group Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 5 Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Loan if such assignment is to a Person that is not already a Lender with a CommitmentLoan, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such a Lender.
Appears in 3 contracts
Samples: Term Loan Agreement (Diversified Healthcare Trust), Term Loan Agreement (Diversified Healthcare Trust), Term Loan Agreement (Senior Housing Properties Trust)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Parent Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitmentin respect of the applicable Facility, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender the L/C Issuers (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment of a Revolving Commitment.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received prior written notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; Fund with respect to such Lender, and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentassignment in respect of the Revolving Credit Commitments.
Appears in 3 contracts
Samples: Five Year Credit Agreement (ManpowerGroup Inc.), Five Year Credit Agreement (ManpowerGroup Inc.), Five Year Credit Agreement (ManpowerGroup Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments hereunder if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC the Issuing Bank and Swingline Lender shall be required for any assignmentassignment hereunder (such consent not to be unreasonably withheld or delayed).
Appears in 3 contracts
Samples: Credit Agreement (Extraction Oil & Gas, Inc.), Credit Agreement (Extraction Oil & Gas, LLC), Credit Agreement (Extraction Oil & Gas, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.8(b)(i)(B) of this Section and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of (1) any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (2) any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
and (C) the consent of each LC Issuing Bank and Swingline Lender L/C Issuer shall be required for any assignmentassignment in respect of the Revolving Credit Facility.
Appears in 3 contracts
Samples: Credit Agreement (LandBridge Co LLC), Credit Agreement (LandBridge Co LLC), Credit Agreement (LandBridge Co LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.06(b)(i)(B) of this Section and, in addition:
(A) the consent of the Parent Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender L/C Issuer shall be required for any assignmentassignment of Revolving Credit Commitments.
Appears in 3 contracts
Samples: Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (xw) an Event of Default has occurred and is continuing at the time of such assignment, (x) such assignment is to a Lender or an Affiliate of a Lender, (y) such assignment is to a Lender, an Eligible Assignee or an Affiliate of a Lender an Eligible Assignee or (z) such assignment is to an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Loan Agreement (Golar LNG LTD), Loan Agreement (Golar LNG LTD)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a Lender, to an Affiliate of a Lender or to an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Loan if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 2 contracts
Samples: Term Loan Agreement (DiamondRock Hospitality Co), Term Loan Agreement (DiamondRock Hospitality Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank L/C Issuer and Swingline the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Pall Corp), Credit Agreement (Pall Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
: (A) the consent of the each Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the each Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
; and (B) the consent of the Administrative Agent and the Swing Line Lenders (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Raymond James Financial Inc), Credit Agreement (Raymond James Financial Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.04(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it the Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment or Revolving Credit Exposure if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC the Issuing Bank and Swingline Lender shall be required for any assignmentassignment that increases the obligation of the assignee to participate in LC Exposure (whether or not then outstanding).
Appears in 2 contracts
Samples: Credit Agreement (PennTex Midstream Partners, LP), Credit Agreement
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 8.07 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentCommitment or Term Loan, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Entergy Mississippi, LLC), Term Loan Credit Agreement (Entergy Louisiana, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 5 Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is in respect of a Loan to a Person that who is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Term Loan Agreement (Broadstone Net Lease Inc), Term Loan Agreement (Broadstone Net Lease Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) in the case of assignments of NM Commitments only, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an a Default or Event of Default has occurred and is continuing at the time of such assignment, or (y2) such assignment is to a an existing Lender, an Affiliate of a an existing Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment or Loans if such assignment is to a Person that is not a Lender with a Commitmentan existing Loan Lender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 2 contracts
Samples: Superpriority Senior Debtor in Possession Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section 14.11 and, in addition:
(A) the consent of the Administrative Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent consents of each LC the Issuing Bank Lender and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section 10.10(a) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentrequired.
Appears in 2 contracts
Samples: Credit Agreement (Transocean Ltd.), Credit Agreement (Transocean Ltd.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;thereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of any Facility; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Ascend Wellness Holdings, Inc), Credit Agreement
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a LenderLender or, after the Closing Date, to an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitmentor, after the Closing Date, to an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Term Loan Agreement (Hasbro, Inc.), Term Loan Agreement (Hasbro, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank L/C Issuer and Swingline the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mattel Inc /De/), Revolving Credit Agreement (Mattel Inc /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender L/C Issuer shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Safety, Income & Growth, Inc.), Credit Agreement (Safety, Income & Growth, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Bb)(1)(B) of this Section 11.7 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default under Section 9.1(a), Section 9.1(b), Section 9.1(h), Section 9.1(i) or Section 9.1(j) has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided Fund (it being understood that it shall not be deemed unreasonable for the Borrower shall be deemed to have consented withhold consent to any assignment if it reasonably believes that such assignment unless it shall object thereto by written notice would result in the Borrower incurring increased costs pursuant to the Administrative Agent within ten Business Days after having received notice thereof;Section 3.6 or Section 3.10); and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of an unfunded or revolving facility hereunder if such assignment is to a Person that is not a Lender with a CommitmentCommitment in respect of such facility, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (CVS HEALTH Corp), 364 Day Credit Agreement (CVS HEALTH Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.4(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 5 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC the Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Deltic Timber Corp), Revolving Credit Agreement (Deltic Timber Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for assignments unless (x) an any Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if any assignment unless such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; provided, that the Administrative Agent shall acknowledge any such assignment; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (SFX Entertainment, INC), Credit Agreement (SFX Entertainment, INC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 5 Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Loan if such assignment is to a Person that is not already a Lender with holding a CommitmentLoan, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such a Lender.
Appears in 2 contracts
Samples: Term Loan Agreement (Parkway Properties Inc), Term Loan Agreement (Parkway Properties Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bsubsection(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Credit Commitment or Term Commitment if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment or Term Commitment, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Wintrust Financial Corp), Credit Agreement (Wintrust Financial Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Class if such assignment is to a Person that is not a Lender with a CommitmentCommitment in respect of such Class, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (DXC Technology Co), Term Loan Credit Agreement (Hewlett Packard Enterprise Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Parent Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender the L/C Issuers shall be required for any assignmentassignment of a Revolving Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section 10.6(b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentrequired.
Appears in 2 contracts
Samples: Credit Agreement (Landstar System Inc), Credit Agreement (Landstar System Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayeddelayed (it being acknowledged and agreed that Borrower’s withholding of consent to an assignment to a direct competitor of the Company shall be deemed to be reasonable for purposes hereof)) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentRevolving Commitment in respect of the Facility, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (OppFi Inc.), Revolving Credit Agreement (OppFi Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Administrative Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent consents of each LC the Issuing Bank Lender and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and the Swingline Lender Bank shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Southwestern Electric Power Co), Credit Agreement (Southwestern Electric Power Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an a Default or Event of Default has occurred and is continuing exists at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved FundFund with respect to such a Lender; and
(C) the consent of each LC the Issuing Bank and the Swingline Lender shall be required for any assignmentassignment in respect of a Revolving Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Smith Douglas Homes Corp.), Credit Agreement (Smith Douglas Homes Corp.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and;
(C) the consent of each LC Issuing Bank the L/C Issuer and Swingline the Swing Line Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received receiving written notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank the L/C Issuer and the Swingline Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Shutterstock, Inc.), Credit Agreement (Shutterstock, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an a Default or Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten seven (7) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved FundLender; and
(C) the consent of each LC Issuing Bank and Swingline Lender the L/C Issuer shall be required for any assignmentassignment (such consent not to be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Credit Agreement (PERDOCEO EDUCATION Corp), Credit Agreement (PERDOCEO EDUCATION Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to (x) a Lender, (y) an Affiliate of a Lender or an (z) any other financial institution or Approved FundFund that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Precision Castparts Corp), Credit Agreement (Precision Castparts Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bsubsection(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Credit Commitment or Term Loan Commitment if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment or Term Loan Commitment, an Affiliate of such Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignmentFund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Wintrust Financial Corp), Credit Agreement (Wintrust Financial Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 11.9 and, in addition:
(A) the consent of the Administrative Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten three Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund; and
(C) the consent of each LC the Issuing Bank Lender and Swingline the Swing Line Lender shall be required for any assignmentassignment in respect of the Revolving Credit Commitment.
Appears in 2 contracts
Samples: Credit and Security Agreement (Universal Logistics Holdings, Inc.), Credit and Security Agreement (Universal Logistics Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) DB1/ 88815292.10 such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank the L/C Issuers and the Swingline Lender shall be required for any assignmentassignment in respect of the Revolving Facility.
Appears in 2 contracts
Samples: Credit Agreement (Vertex Pharmaceuticals Inc / Ma), Credit Agreement (Vertex Pharmaceuticals Inc / Ma)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(BB) of this Section 11.06(c)(i) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing shall exist at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (x) a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (y) a Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Term Loan Agreement (American Realty Capital Trust, Inc.), Term Loan Agreement (American Realty Capital Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank the L/C Issuer and Swingline the Swing Line Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Sonus Networks Inc), Credit Agreement (Intersections Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved FundFund with respect to a Lender; and
(C) the consent of each LC Issuing Bank the L/C Issuers and Swingline the Swing Line Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Logistics Lp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayeddelayed and shall be deemed given by the Lead Borrower if the Lead Borrower has not responded to such request for consent within five (5) Business Days) shall be required unless (x1) an a Default or Event of Default has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund with respect to such Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof;and
(B) the consent of the Administrative Agent Agent, the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a CommitmentLender, an Affiliate of such Lender or an Approved FundFund with respect to such Lender; and
(C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Lumber Liquidators Holdings, Inc.), Credit Agreement (Lumber Liquidators Holdings, Inc.)
