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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 8 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media 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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing an Incremental Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Incremental Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing an Incremental Revolving Commitment or Loan under the Refinancing Incremental Revolving Facility to a Revolving Credit Lender or Refinancing Incremental Revolving Lender.
Appears in 6 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media 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 Company (such consent not to be unreasonably withheld or delayed) shall be required (1) if such assignment is to a Person that is engaged in similar lines of business of, or is a competitor to, the Company or any of its Subsidiaries, which Person has been designated by the Company in its reasonable discretion by written notice to the Administrative Agent and the Lenders (including by posting such notice to the Platform) not less than ten Business Days prior to such date of assignment (it being understood and agreed that the Company’s withholding of consent to an assignment to such a Person shall be deemed reasonable); provided that in no event shall such written notice apply retroactively to disqualify any Person that has previously acquired an interest in the Loans and/or the Commitments that is otherwise permitted hereunder; and (2) for all other assignments unless (1x) 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 (2y) 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 under this clause (iii)(A)(2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, unfunded Term Commitment or any Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facilitythat increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a the Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.
Appears in 5 contracts
Samples: Limited Waiver and Amendment to Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(2)(a)(ii) 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 (1I) an Event of Default under Section 8.01(a)8.01(1) or, (f) or (gsolely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2II) in respect of an assignment of all or a portion of the Term Loans only, such assignment is to a Lender, an Affiliate of a Lender (including, solely with respect to PSP, to any of its Affiliates with mezzanine or private equity activities) or an Approved Fund; provided that that, notwithstanding the foregoing, it shall not be unreasonable for the Borrower shall be deemed to have consented withhold its consent to any assignment to any Person that is not expressly a Disqualified Institution but is known by the Borrower to be an Affiliate of a Disqualified Institution without regard as to whether such assignment unless it shall object thereto by written notice to Person is identifiable as an Affiliate of a Disqualified Institution on the Administrative Agent within ten Business Days after having received notice thereofbasis of such Affiliate’s name; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower shall be deemed to have consented to required for an assignment to any Lender if such Lender was previously identified in the initial allocations of all or a portion of the Loans provided by the Arrangers pursuant to the Borrower and reviewed and approved by the Borrower Section 10.07(8), (such approval not to be unreasonably withheld 11) or delayed) in writing on or prior to the Closing Date(12);
(Bii) the consent of the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided that no consent of the Administrative Agent (or (2to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) any Term Loan to shall be required for an assignment of all or a Person that is not a Lender, an Affiliate portion of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is Loans pursuant to Section 10.06(f10.07(8), (11) below; andor (12);
(Ciii) the consent of each applicable Issuing Bank at the time of the L/C Issuers and the Swing Line Lender such assignment (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facilityrequired; provided that no consent of the L/C Issuers and applicable Issuing Bank shall be required for any assignment not related to Revolving Commitments or Revolving Exposure;
(iv) the consent of each Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of a Swing Line Lender shall be required for any assignment not related to Revolving Commitments or Revolving Exposure; and
(v) with respect to assignments (but not, for the avoidance of doubt, Participations) of any Commitments and Loans under any Revolving Facility, the consent of TPG Global, LLC shall be required (such consent not to be unreasonably withheld or delayed) (so long as the Investors hold, directly or indirectly, at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower) unless an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date (it being understood that TPG Global, LLC shall be an express third party beneficiary of the provisions in this Section 10.07(2)(c)(v)); provided that, notwithstanding the foregoing, TPG Global, LLC may, in its sole discretion, withhold its consent to any assignment to any Person that is not expressly a Disqualified Institution but is known by TPG Global, LLC to be an Affiliate of a Revolving Credit Commitment or Revolving Credit Loan Disqualified Institution without regard as to whether such Person is identifiable as an Affiliate of a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under Disqualified Institution on the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderbasis of such Affiliate’s name.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Holding Parent, Inc.), First Lien Credit Agreement (Convey Holding Parent, 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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 4 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(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 (1) an Event of Default under Section 8.01(a)8.01(1) or, (f) or (gsolely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) in respect of an assignment of all or a portion of the Term Loans only, 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 of all or a portion of the Term Loans unless it shall object have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofof a failure to respond to such request for assignment; and provided, further, provided further that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower shall be deemed to have consented to required for an assignment to any Lender if such Lender was previously identified in the initial allocations of all or a portion of the Loans provided by the Arrangers pursuant to the Borrower and reviewed and approved by the Borrower Section 10.07(h), (such approval not to be unreasonably withheld k) or delayed) in writing on or prior to the Closing Date(l);
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or (2) any Term Loan to a Person that is not a Lender, an Affiliate portion of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is Loans pursuant to Section 10.06(f10.07(g), (h), (k) below; andor (l), or (ii) from an Agent to its Affiliate;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuing Bank (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect at the time of the Revolving Credit Facility and Refinancing Revolving Facilitysuch assignment; provided that no consent of the L/C Issuers and Issuing Banks shall be required for any assignment not related to Revolving Commitments or Revolving Exposure or any assignment to an Agent or an Affiliate of an Agent; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of a Swing Line Lender shall be required for any assignment of a not related to Revolving Credit Commitment Commitments or Revolving Credit Loan Exposure or any assignment to a Revolving Credit Lender an Agent or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderan Affiliate of an Agent.
Appears in 4 contracts
Samples: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection 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 (1) 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 (2) such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is not a Revolving Lender, an Affiliate of a Revolving Lender or an Approved FundFund with respect to such Revolving Lender or (y) in the case of an assignment of Incremental Term Loans or an Incremental Term Commitment, to a Person that is not an Incremental Term Lender, an Affiliate of such Incremental Term Lender or an Approved Fund with respect to such Incremental Term Lender; 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Lender, an Affiliate of such a Revolving Lender or an Approved Fund with respect to such Revolving Lender or (2y) any in the case of an assignment of Incremental Term Loan Loans or an Incremental Term Commitment, to a Person that is not a an Incremental Term Lender, an Affiliate of a such Incremental Term Lender or an Approved Fund, unless in the case of this clause (2), Fund with respect to such assignment is pursuant to Section 10.06(f) below; andIncremental Term Lender;
(C) the consent of each of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of Loans or a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCommitment.
Appears in 4 contracts
Samples: Credit Agreement (EQT Midstream Partners, LP), Credit Agreement (EQT Midstream Partners, LP), Credit Agreement (EQT Midstream Partners, LP)
Required Consents. No Subject to Sections 10.02(c), (d), (e) and (g) neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document (other than the Fee Letter, which may be amended in accordance with its terms), pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Credit Party or Credit Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be required effective if the effect thereof would be to:
(i) increase the Commitment of any Lender without the written consent of such Lender (but not, for the avoidance of doubt, the Required Lenders) (other than with respect to any assignment Incremental Facilities to which such Lender has agreed) (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment or Default or Event of Default shall constitute an increase in the Commitment of any Lender);
(ii) reduce the principal amount of or premium, if any, on any Loan or LC Disbursement or reduce the rate of interest thereon, including any provision establishing a minimum rate (other than any waiver, extension or reduction of interest pursuant to Section 2.06(c) or any waivers or extensions of mandatory prepayments or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or reduce or waive any fees (including any Fees or any prepayment fee or premium) payable hereunder, without the written consent of each Lender directly and adversely affected thereby but not the Required Lenders (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));
(iii) (A) extend the scheduled final maturity of any Term Loan, or any scheduled date of payment of principal amount of any Term Loan under Section 2.09 (other than, for the avoidance of doubt, any mandatory prepayment) except in accordance with Section 2.20, Section 2.21 and Section 2.22, (B) postpone the date for payment of any Reimbursement Obligation or any interest, premium or fees payable hereunder (other than waivers of default interest, Defaults or Events of Default, waivers or extension of any mandatory prepayments or default interest or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or (C) postpone the scheduled date of expiration of any Revolving Commitment or any Letter of Credit or date of repayment of any Revolving Loans or Letter of Credit, in each case, beyond the Revolving Maturity Date except in accordance with Section 2.18(c), Section 2.20, Section 2.21, and Section 2.22, as applicable, in any case, without the written consent of each Lender directly and adversely affected thereby (but not the Required Lenders);
(iv) release Holdings, Intermediate Holdings or the Borrower or release all or substantially all of the value of the Subsidiary Guarantors from their Guarantee (except as expressly provided in Article IX), without the written consent of each Lender;
(v) release all or substantially all of the Collateral from the Liens created by the Security Documents or subordinate such Liens on all or substantially all of the Collateral without the written consent of each Lender (except as otherwise expressly permitted hereby or by the Security Documents; provided that, for the avoidance of doubt, any transaction permitted under Section 6.04 or Section 6.05 shall not be subject to this clause (iii) to the extent required by subsection such transaction does not result in the release of all or substantially all of the Collateral;
(b)(i)(Bvi) change any provision of this Section and10.02(b) that has the effect of decreasing the number of Lenders that must approve any amendment, modification or waiver (or, the approval of any Agent or Issuing Bank), without the written consent of each Lender;
(vii) change the percentage set forth in the definition of “Required Lenders,” “Required Revolving Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any Additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(viii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in addition:each case without the written consent of such Agent;
(ix) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agent and the Issuing Bank;
(x) make any change or amendment including without limitation, any amendment of this Section 10.02(b)(x) which shall unless in writing and signed by the Issuing Bank in addition to the Lenders required above, adversely affect the rights or duties of the Issuing Bank under this Agreement or any document relating to any Letter of Credit issued or to be issued by it; or
(xi) amend or modify (A) the consent definition of the Borrower (such consent not to be unreasonably withheld “Pro Rata Percentage” or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignmentany pro rata sharing provisions contained herein, or (2B) such assignment is the “waterfall” that applies following enforcement of the Loan Documents pursuant to a LenderSection 8.02, an Affiliate in each case without the written consent of a each Lender or an Approved Funddirectly and adversely affected thereby; 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 provided, further, that notwithstanding the foregoing, during this Agreement may be amended to make any change that by its terms only affects the 30 day period following rights and duties of Lenders holding Loans or Commitments of a particular Class (and not Lenders holding the Closing Date, Loans or Commitments of any other Class) with the Borrower shall be deemed to have consented to an assignment to any Lender consent of the Lenders holding the relevant Loans or Commitments voting as if such Class were the only Class hereunder. Notwithstanding anything herein to the contrary, (I) no Defaulting Lender was previously identified shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required under clause (i), (ii) or (iii) in the initial allocations of the Loans provided by the Arrangers first proviso to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayedfirst sentence of this Section 10.02(b) in writing on or prior and, but only to the Closing Date;
extent that any such matter disproportionately affects such Defaulting Lender, clauses (Biv) or (v) of such proviso, (II) this Agreement and any other Loan Document may be amended, modified or supplemented solely with the consent of the Administrative Agent (such or the Collateral Agent, as applicable) and the Borrower, each in their sole discretion, without the need to obtain the consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility other Lender if such assignment amendment, modification or supplement is delivered in order to a Person that is (w) cure ambiguities, defects, errors, mistakes, omissions in this Agreement or the applicable Loan Document (so long as the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not a Lender with a Commitment in respect have received, within five (5) Business Days of the applicable date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment), (x) add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent) in connection with an Incremental Facility or Credit Agreement Refinancing FacilityIndebtedness, an Affiliate (so long as the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such Lender or an Approved Fund notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment), (y) create a fungible Class of Term Loans (including by increasing (but, for the avoidance of doubt, not by decreasing) the amount of amortization due and payable with respect to such Lender any Class of Term Loan) or (2) any Term Loan to a Person that is not a Lenderz), an Affiliate of a Lender or an Approved Fund, unless in the case of any applicable Intercreditor Agreement (or any other intercreditor agreement and/or subordination agreement pursuant to, or contemplated by, the terms of this clause Credit Agreement (2), such assignment is including with respect to Indebtedness permitted pursuant to Section 10.06(f6.01 and defined terms referenced therein)), if such amendment relates to Obligations other than the Obligations hereunder, or to grant a new Lien for the benefit of the Secured Parties or extend an Existing Lien over additional property and (III) below; and
(C) this Agreement and the other Loan Documents may be amended, modified or supplemented solely with the consent of the Administrative Agent (or the Collateral Agent, as applicable) and the Borrower in order to give effect to the appointment of an Additional Borrower in accordance with Section 2.23. Any waiver, amendment, supplement or modification in accordance with this Section 10.02 shall apply equally to each of the L/C Issuers affected Lenders and shall be binding upon Holdings, Intermediate Holdings, the Borrower, the Subsidiary Guarantors, all Lenders, the Administrative Agent, the Collateral Agent and all future holders of the affected Loans. In the case of any waiver in accordance with this Section 10.02, Holdings, Intermediate Holdings, the Borrower, the Subsidiary Guarantors, the Lenders, the Administrative Agent and the Swing Line Lender (in each caseCollateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, such consent not and any Default or Event of Default so waived shall be deemed to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility cured and Refinancing Revolving Facility; provided not continuing, it being understood that no consent such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the L/C Issuers and foregoing provisions, the Swing Line Lender Administrative Agent may, but shall be required for have no obligations to, with the concurrence of any assignment Lender, execute amendments, modifications, waivers or consents on behalf of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Lender.
Appears in 4 contracts
Samples: Amendment Agreement (Jamf Holding Corp.), Credit Agreement (Jamf Holding Corp.), Credit Agreement (Juno Topco, 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 for an assignment to any Person unless (1I) an a Specified Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2II) such assignment is to a Person that is a Lender, an Affiliate of a Lender or Lender, an Approved Fund, or solely with respect to the assignment of an Incremental Term Loan, the Company, an Affiliated Lender or a Subsidiary of the Company (each Person with respect to whom such Company consent has been received, or is not required under clause (I) or clause (II) of this sentence, an “Eligible Assignee”); provided that if a prospective assignee (x) is not a commercial bank, finance company, insurance company, financial institution or fund (a “Non-Financial Entity”), the Borrower Company shall be deemed to be acting reasonably in withholding its consent if such person is a direct or indirect competitor of the Company as notified by the Company to the Administrative Agent within five Business Days after being informed of the identity of such Non-Financial Entity or (y) is a Lender that is a non-consenting Lender that the Company is at such time permitted to replace pursuant to Section 10.01 or otherwise is a Lender that the Company is at such time permitted to replace pursuant to Section 10.12, the Company shall be deemed to be acting reasonably in withholding its consent; provided, further, that solely with respect to an assignment of any Term Loans, the 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Lender; provided that the Administrative Agent shall be deemed to be acting reasonably in withholding its consent to a Person prospective assignee that is not a Defaulting Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment (whether or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).
Appears in 4 contracts
Samples: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment 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 Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) 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 (2) such assignment is to a Lender, an a Lender 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender, a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; and
(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (2whether or not then outstanding) any Term Loan if such assignment is to a Person that is not a Lender, an a Lender Affiliate of a such Lender or an Approved Fund, unless in the case of this clause (2), Fund with respect to such assignment is pursuant to Section 10.06(f) belowLender; and
(CD) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; assignment of any Commitment if such assignment is to a Person that is not a Lender, a Lender Affiliate of such Lender or an Approved Fund with respect to such Lender provided that no the provisions of this clause (iii) shall not apply to any assignment to Rhône Capital L.P. or its Affiliates pursuant to the purchase right in Section 5.4 of the Intercreditor Agreement. The parties agree that Rhône Capital L.P. (“Rhône”) is a vested third party beneficiary of this Section 10.06 solely to the extent of its purchase right in the Intercreditor Agreement, and the parties agree that this Section 10.06 shall not be amended in a manner that would prohibit such purchase right without the prior written consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderRhône.
Appears in 4 contracts
Samples: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.06(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Holdings (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved FundFund (other than an Approved Fund managed by a Defaulting Lender or Affiliate of a Defaulting Lender) or (3) such assignment is by an Arranger in connection with the initial syndication of the Facilities hereunder; provided that the Borrower Holdings 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Term A Commitment, Term B Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender (other than a Defaulting Lender) with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender (other than a Defaulting Lender) or an Approved Fund (other than an Approved Fund managed by a Defaulting Lender or Affiliate of a Defaulting Lender) with respect to such Lender (other than a Defaulting Lender) or (2) any Term A Loan or any Term B Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each consents of the L/C Issuers Issuer and the Swing Line Lender (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 3 contracts
Samples: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS 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 Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) 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 (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Parent 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Multicurrency RCF Commitment or US Dollar RCF Commitment if such assignment is to a Person that is not a Lender with a Multicurrency RCF Commitment or US Dollar RCF Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility as the case may be, (2) any Term Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (23) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Multicurrency Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a US Dollar Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.
Appears in 3 contracts
Samples: Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)
Required Consents. No consent shall Subject to Sections 12.04(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be required for any assignment except to waived, amended, supplemented or modified except, in the extent required by subsection (b)(i)(B) case of this Section andAgreement, pursuant to an agreement or agreements in addition:
(A) writing entered into by the Borrowers and the Majority Lenders or by the Borrowers and the Administrative Agent with the consent of the Borrower Majority Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Instrument) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Majority Lenders; provided that no such consent not to be unreasonably withheld or delayed) agreement shall be required unless effective if the effect thereof would:
(1i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an Event increase in the Commitment of any Lender);
(ii) forgive or reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest or premium thereon (other than interest at the Post-Default Rate), or forgive or reduce any fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));
(iii) (A) postpone the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 8.01(a3.01(b), (fB) postpone the date for payment of any reimbursement obligation with respect to a LC Disbursement or any interest or fees payable hereunder, (C) forgive or reduce the amount of, waive or excuse any such payment (other than waiver of interest at the Post-Default Rate), or (D) postpone the scheduled date of expiration of any Commitment or any Letter of Credit beyond the Revolving Credit Termination Date, in any case, without the written consent of each Lender directly affected thereby;
(iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;
(v) permit the assignment or delegation by a Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;
(vi) release one or more Guarantors from their Guarantee (except as expressly provided in Article XIII), if such release is in respect of a material portion of the value of the Guarantees to the lenders, without the written consent of each Lender;
(vii) release all or substantially all of the Collateral from the Liens under the Security Instruments or alter the relative priorities of the Secured Obligations entitled to the Liens under the Security Instruments, in each case without the written consent of each Lender (it being understood that additional Classes of Loans consented to by the Majority Lenders may be equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Instruments);
(viii) change Section 4.02 in a manner that would alter the pro rata sharing of payments or set-offs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, without the written consent of each Lender directly affected thereby;
(ix) change any provision of this Section 12.04(b) or Section 12.04(c) or (gd), without the written consent of each Lender directly affected thereby (except for additional restrictions on amendments or waivers for the benefit of Lenders of additional Classes of Loans consented to by the Majority Lenders);
(x) has occurred and is continuing at change the time percentage set forth in the definition of “Majority Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such assignmentClass, as the case may be), other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(xi) change the application of prepayments as among or between Classes under Section 2.08(g), without the written consent of the Majority Lenders of each Class that is being allocated a lesser prepayment as a result thereof (it being understood that the Majority Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment that is still required to be made, if any, is not changed and, if additional Classes of Term Loans under this Agreement consented to by the Majority Lenders are made, such new Term Loans may be included on a pro rata basis in the various prepayments required pursuant to Section 2.08(g));
(xii) change or waive any provision of Article XI as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;
(2xiii) such assignment is change or waive any obligation of the Lenders relating to a Lenderthe issuance of or purchase of participations in Letters of Credit, an Affiliate without the written consent 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 thereofand the Issuing Bank; and or
(xiv) change or waive any provision hereof relating to Swingline Loans (including the definition of “Swingline Commitment”), without the written consent of the Swingline Lender; provided, further, that notwithstanding the foregoingany waiver, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld amendment or delayed) in writing on or modification prior to the Closing Date;
completion of the primary syndication of the Commitments and Loans may not be effected without the written consent of the Administrative Agent. Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (B) and any amendment, waiver or consent which by its terms requires the consent of all the Lenders or each affected Lender may be effected with 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2Lenders other than Defaulting Lenders), such assignment is pursuant to Section 10.06(fexcept that (x) below; and
(C) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of each of such Defaulting Lender and (y) any amendment, waiver or consent requiring the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of all the L/C Issuers and Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the Swing Line Lender other affected Lenders shall be required for any assignment require the consent of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Defaulting Lender.
Appears in 3 contracts
Samples: Credit Agreement (NPC Restaurant Holdings, LLC), Credit Agreement (NPC Restaurant Holdings, LLC), Credit Agreement (NPC Operating Co B, 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, it being understood that it is reasonable for the Borrower to withhold consent with regard to assignments of Revolving Credit Loans to a financial institution that is not a commercial bank or investment bank that customarily enters into such revolving facilities) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) with respect to the Revolving Credit Facility, such assignment is to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved FundFund with respect to a Revolving Credit Lender, (3) with respect to the Tranche B-1 Term Loan Facility, such assignment is to a Tranche B-1 Term Lender, an Affiliate of a Tranche B-1 Term Lender or an Approved Fund with respect to a Tranche B-1 Term Lender or (4) with respect to the Tranche B-2 Term Loan Facility, such assignment is to a Tranche B-2 Term Lender, an Affiliate of a Tranche B-2 Term Lender or an Approved Fund with respect to a Tranche B-2 Term Lender; provided further 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 days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a the Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.
Appears in 3 contracts
Samples: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bb)(i)(b) of this Section and, in addition:
(Aa) the consent of each of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a)12.1.1, (f) 12.1.9 or (g) 12.1.10 has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; Fund (provided that the Borrower shall be deemed no Canadian Revolver Lender may assign its rights or obligations hereunder 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to a Lender or an assignment to any Lender Approved Fund if such Lender was previously identified in assignee would not satisfy the initial allocations definition of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date“Canadian Revolver Lender”);
(Bb) 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 Commitment, Revolving Credit Loan U.S. Revolver Commitment or Loan in respect of a Refinancing Revolving Facility Canadian Revolver Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate or branch of such that Lender or an Approved Fund with respect to that Lender;
(c) the consent of the Issuing Bank (such Lender consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (2) any Term Loan to a Person that is whether or not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2then outstanding), such assignment is pursuant to Section 10.06(f) below; and
(Cd) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment U.S. Revolver or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCanadian Revolver Commitment.
Appears in 3 contracts
Samples: Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Inc.), Credit Agreement (J.M. Tull Metals Company, Inc.)
Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Purchased Asset or interest therein as to which: (b)(i)(Bi) an assignment or transfer thereof or an attempt to make such an assignment or transfer without a Consent (a “Required Consent”) would constitute a Breach of this Section andapplicable Law, in addition:
(A) would be ineffective or would adversely affect the consent of the Borrower (such consent not rights or obligations thereunder to be unreasonably withheld assigned or delayed) shall be required unless transferred to or for the account of Purchaser; and (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2ii) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Required Consent shall be deemed to not 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund been obtained with respect to such Lender Purchased Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by Seller of any such Purchased Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), and any assumption by Purchaser of any corresponding Assumed Liability (a “Delayed Liability”), shall be subject to all such assignment is pursuant Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Seller shall use its commercially reasonable efforts to Section 10.06(fobtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Seller, Purchaser or any of their respective Affiliates, and Purchaser shall reasonably cooperate with Seller in connection therewith. Until all Required Consents with respect to each Delayed Asset have been obtained (but in any event, for no longer than six (6) belowmonths following the Closing), to the extent permitted by applicable Law and not prohibited by contractual terms applicable to the Delayed Asset: (i) Seller shall hold the Delayed Asset on behalf of Purchaser; and
(Cii) Seller shall cooperate with Purchaser for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) requested by Purchaser to provide Purchaser with all of the benefits of or under any such Delayed Asset; (iii) Seller shall otherwise enforce and perform for the account of Purchaser and as directed by Purchaser any other rights and obligations of Seller arising from such Delayed Asset (and not waive, alter or amend any of same without the consent of each Purchaser); and (iv) Purchaser shall assume no Delayed Liability with respect to the Delayed Asset. Seller designates Purchaser as its irrevocable, true, and lawful attorney-in-fact and grants Purchaser an irrevocable power of attorney to take all actions determined by Purchaser to be in furtherance of the L/C Issuers and the Swing Line Lender (in each caseforegoing, such consent not designation to be unreasonably withheld coupled with an interest. Seller shall maintain its corporate or delayedlimited liability company existence until all of its obligations pursuant to this Section 1.1(e) are performed in full, and all Delayed Assets are transferred and assigned hereunder. At such time and on each occasion after the Closing as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by the applicable Seller to Purchaser for no additional consideration without any further act on the part of any Party. No Delayed Liability shall be assumed by Purchaser until the corresponding Delayed Asset has been transferred or assigned to Purchaser, as applicable, in accordance with the terms and conditions of this Section 1.1(e). For purposes of clarity, it is acknowledged and agreed that Seller’s obligation under this Section 1.1(e) shall be required for any assignment in respect expire at the six (6) month anniversary of the Revolving Credit Facility and Refinancing Revolving Facility; provided that Closing, following which xxxx Xxxxxx shall have no consent of the L/C Issuers and the Swing Line Lender shall be required for further obligations hereunder with respect to any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderDelayed Asset.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, 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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing an Incremental Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderIntentionally Left Blank.
Appears in 3 contracts
Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)
Required Consents. No Subject to Section 14.02(c) and (d), and Section 2.11(c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by US Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the US Loan Party or US Loan Parties that are party thereto, in each case with the written consent of the US Required Lenders; provided that no such agreement shall be required for effective if the effect thereof would:
(i) increase the US Commitment of any assignment US Lender without the written consent of such US Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the US Commitment of any US Lender);
(ii) reduce the principal amount or premium, if any, of any US Loan (except in connection with a payment contemplated by clause (ix) below) or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(f)), or reduce any US Commitment Fees payable hereunder, or change the form or currency of payment of any US Obligation, without the written consent of each US Lender directly affected thereby (it being understood that any amendment or modification to the extent financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));
(iii) (A) change the scheduled final maturity of any US Loan, or any scheduled date of payment (or permitted prepayment) of any US Loan, (B) postpone the date for payment of any interest, premium or fees that constitute US Obligations payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(f)), or (D) postpone the scheduled date of expiration of any US Commitment beyond the Maturity Date, in any case, without the written consent of each US Lender directly affected thereby;
(iv) increase the maximum duration of Interest Periods in respect of US Eurodollar Borrowings hereunder, without the written consent of each US Lender directly affected thereby;
(v) permit the assignment or delegation by US Borrower of any of its rights or obligations under any Loan Document, without the written consent of each US Lender;
(vi) release Holdings or any other Guarantor from its guarantee of the Guaranteed Obligations in respect of US Obligations, or limit its liability in respect of such guarantee, without the written consent of each US Lender;
(vii) change Section 12.04 without the written consent of each US Lender;
(viii) change Section 2.17(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required by subsection thereby or any other provision in a manner that would alter the pro rata allocation among the US Lenders of US Loan disbursements, including the requirements of Sections 2.02(a) and 2.20(d), without the written consent of each Lender directly affected thereby or change the last sentence of Section 2.08 without the written consent of each Lender;
(b)(i)(Bix) change any provision of this Section and14.02(b) or Section 14.02(c), without the written consent of each US Lender directly affected thereby;
(x) change the percentage set forth in the definition of “US Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of US Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each US Lender, other than to increase such percentage or number or to give any additional US Lender or group of US Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(xi) subordinate the US Obligations to any other obligation, without the written consent of each US Lender;
(xii) change or waive any provision of Article XIV as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in additioneach case without the written consent of the Administrative Agent; or
(xiii) change or waive any provision hereof relating to Swingline Loans (including the definition of “Swingline Commitment”), without the written consent of each Swingline Lender or any provision hereof relating to Letters of Credit without the written consent of each Issuing Bank. Notwithstanding anything to the contrary herein:
(A) no US Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall US Lender would be required unless under clause (1) an Event of Default under Section 8.01(ai), (fii) or (giii) has occurred and is continuing at in the time of such assignment, or (2) 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 proviso to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations first sentence of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datethis Section 14.02(b);
(B) the consent of any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by US Borrower and the Administrative Agent (such without the consent not of any US Lender) solely to be unreasonably withheld cure a defect or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) belowerror; and
(C) any Issuing Bank may increase the maximum amount of Letters of Credit it has agreed to issue without the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facilityother Person; provided that no consent the aggregate face amount for all Letters of Credit outstanding shall not exceed the L/C Issuers and the Swing Line Lender shall be required for any assignment Letters of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderMaximum Amount.
Appears in 2 contracts
Samples: Credit Agreement (Nabors Industries LTD), Credit Agreement (Nabors Industries LTD)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Ba)(ii) 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 (1x) an Event of Default under Section 8.01(aSections 7.1.1, 7.1.4(a), (f) or (g) 7.1.6 has occurred and is continuing at the time of such assignment, or (2y) such assignment is to a LenderLender Party, an Affiliate of a Lender Party or an Approved Fundto any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; 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 provided, further, further that notwithstanding in the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to case of an assignment to any a Lender if Party or an Affiliate of a Lender Party, so long as no Event of Default or a Prepayment Event has occurred and is continuing at the time of such Lender was previously identified assignment, such assignment shall be made in consultation with the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateBorrower;
(Bii) 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility the Commitments if such assignment is to a Person that is not (i) a Lender with Party with, prior to the effectiveness of the assignment, a Commitment in respect of Revolving Credit Commitments, the applicable Letter of Credit Facility or Refinancing Facility, the Swing Line Facility or (ii) 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 FundParty, unless in the case of this clause (2), such assignment is to any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Section 10.06(f) belowRegulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; and
(Ciii) the consent of each of the L/C Issuers Issuing Bank and the Swing Line Lender Bank (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no Commitments unless such assignment is to an Affiliate of a Lender Party or any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Regulation A of the L/C Issuers F.R.S. Board and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderOperating Circular issued by such Federal Reserve Bank.
Appears in 2 contracts
Samples: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
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 (1x) 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 (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund in respect of the Revolving Credit Facility, the Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility; 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, the Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2ii) any Term Loan Advances if such assignment is to a Person that who is not a Lender, an Affiliate of a Lender or an Approved FundFund in respect of the Revolving Credit Facility, unless in the case of this clause Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility, (2), iii) any Term 2 Advances if such assignment is pursuant to Section 10.06(fa Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility, (iv) belowany TrancheTranche B Loans if such assignment is to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility or (viv) any Tranche B2 Loans if such assignment is to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) Issuing Bank shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 2 contracts
Samples: Fifth Amendment to Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International 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 (1) 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 (2) such assignment is (x) from a Term Loan Lender to a Lender, an Affiliate of a Lender or an Approved FundFund or (y) from a Revolving Credit Lender to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund with respect to a Revolving Credit 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 five (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Gsi Group Inc), Credit Agreement (Gsi 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 delayeddelayed (it being agreed, however, that (1) if assignment to a proposed assignee would, in the Borrower’s reasonable discretion, be reasonably likely to result in such proposed assignee qualifying as an Affected Lender, or (2) if the lenders under the Senior Facility or servicers for Indebtedness of the Borrower or any Subsidiary or joint venture that exist on the Agreement Date who are entitled to object to any such assignment object to such assignment, in each case the Borrower’s withholding of consent to such assignment shall be deemed reasonable)) shall be required unless (1x) an Event of Default under specified in Section 8.01(a10.1(a), (for Section 10.1(e) or (gSection 10.1(f) has occurred and is continuing with respect to the Borrower, shall exist at the time of such assignment, assignment or (2y) such assignment is (i) by a Revolving Lender to a Revolving Lender or by a Term Loan Lender to another Lender, (ii) to an Affiliate of a Lender or (iii) by a Term Loan Lender 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during Trilon may assign all or any part of its rights and obligations to BAM, any Affiliate of BAM and/or any Person with whom BAM or an Affiliate of BAM has entered into an advisory or similar agreement, in each case in this proviso, without the 30 day period following the Closing Date, consent of the Borrower shall be deemed so long as BAM remains obligated with respect to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;Section 13.19; 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 (1x) any Commitment, a Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityCommitment, an Affiliate of such Lender or an Approved Fund with respect to such a Lender or (2y) any a Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 2 contracts
Samples: Subordinated Credit Agreement (Rouse Properties, Inc.), Subordinated Credit Agreement (Rouse Properties, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(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 (1) an Event of Default under Section 8.01(a)8.01(1) or, (f) or (gsolely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (which, in the case of any assignment of Revolving Loans and/or Revolving Commitments, must be a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender for the purposes of the consent exclusion set forth in this subclause (2)); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object have objected thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereofof a failure to respond to such request for assignment; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower shall be deemed to have consented to required for an assignment to any Lender if such Lender was previously identified in the initial allocations of all or a portion of the Loans provided by the Arrangers or Commitments pursuant to the Borrower and reviewed and approved by the Borrower Section 10.07(h) or (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datel);
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided that no consent of the Administrative Agent shall be required for an assignment of all or (2) any Term Loan to a Person that is not a Lender, an Affiliate portion of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is Loans pursuant to Section 10.06(f10.07 (h) belowor (l); and
(C) the consent of each applicable Issuing Bank at the time of the L/C Issuers and the Swing Line Lender such assignment (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facilityrequired; provided that no consent of the L/C Issuers and the Swing Line Lender applicable Issuing Bank shall be required for any assignment of a not related to Revolving Credit Commitment Commitments or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderExposure.
Appears in 2 contracts
Samples: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, 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 (1x) 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 (2y) in the case of an assignment in respect of the Revolving Credit Facility, such assignment is to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved FundFund with respect to a Revolving Credit Lender and (2) in the case of an assignment in respect of the Term Loan Facility, such assignment is to a Term Loan Lender, an Affiliate of a Term Loan Lender or an Approved Fund with respect to a Term Loan Lender; 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, the Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Facility, if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Credit Lender, an Affiliate of such a Revolving Credit Lender or an Approved Fund with respect to such Lender or a Revolving Credit Lender, (2ii) any unfunded Term Loan Commitments, if such assignment is to a Person that is not a Term Loan Lender, an Affiliate of a Term Loan Lender or an Approved Fund with respect to a Term Loan Lender or (ii) the Term Loans, if such assignment is to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender consents (in each case, such consent consents not to be unreasonably withheld or delayed) of each Issuing Lender and the Swingline Lender shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided , if such assignment is to a Person that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of is not a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (CST Brands, Inc.), Credit Agreement (CST Brands, Inc.)
Required Consents. No Subject to Section 10.02(c), (d), (e) and (g), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document (other than the Fee Letters, each of which may be amended in accordance with its terms), pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Credit Party or Credit Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would be to:
(i) increase the Commitment of any Lender without the written consent of such Lender (but not, for the avoidance of doubt, the Required Lenders) (other than with respect to any Incremental Facilities to which such Lender has agreed) (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment or Default or Event of Default shall constitute an increase in the Commitment of any Lender);
(ii) reduce the principal amount of or premium, if any, on any Loan or LC Disbursement or reduce the rate of interest thereon, including any provision establishing a minimum rate (other than any waiver, extension or reduction of interest pursuant to Section 2.06(c), any waivers or extensions of mandatory prepayments, or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or reduce any fees (including any Fees or any prepayment fee or premium) payable hereunder, without the written consent of each Lender directly and adversely affected thereby but not the Required Lenders (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));
(iii) (A) extend the scheduled final maturity of any Term Loan, or any scheduled date of payment of principal amount of any Term Loan under Section 2.09 (other than, for the avoidance of doubt, any mandatory prepayment) except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, (B) postpone the date for payment of any Reimbursement Obligation or any interest, premium or fees payable hereunder (other than waivers of default interest, Defaults or Events of Default, waivers or extension of any mandatory prepayments, or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or (C) postpone the scheduled date of expiration of any Revolving Commitment or date of repayment of any Revolving Loans, in each case, beyond the Revolving Maturity Date, except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, in any case, without the written consent of each Lender directly and adversely affected thereby (but not the Required Lenders);
(iv) release Holdings or the Borrower or release all or substantially all of the value of the Subsidiary Guarantors from their Guarantees (except as expressly provided in Article IX or X), without the written consent of each Lender;
(v) release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent of each Lender (except as otherwise expressly permitted by Section 9.10(a)(i) or Section 10.02(c)(iii) (other than clause (iv) thereof) or by the Security Documents); provided that, for the avoidance of doubt, any transaction permitted under Section 6.04 or Section 6.05 shall not be subject to this clause (v) to the extent such transaction does not result in the release of all or substantially all of the Collateral;
(vi) change any provision of this Section 10.02(b) that has the effect of decreasing the number of Lenders that must approve any amendment, modification or waiver (or the approval of any Agent, Issuing Bank or Swing Line Lender), without the written consent of each Lender (or, as applicable, such Agent, Issuing Bank or Swing Line Lender);
(vii) change the percentage set forth in the definition of “Required Lenders” or “Required Revolving Lenders”, without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any Additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(viii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;
(ix) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agent and the Issuing Bank;
(x) make any change or amendment, including without limitation, any amendment of this Section 10.02(b)(x) which shall (i) unless in writing and signed by the Issuing Bank in addition to the Lenders required for above, adversely affect the rights or duties of the Issuing Bank under this Agreement or any assignment document relating to any Letter of Credit issued or to be issued by it, and (ii) unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of the Swing Line Lender under this Agreement; or
(xi) amend or modify (a) the definition of “Pro Rata Percentage” or any pro rata sharing provisions contained herein or (b) the “waterfall” that applies following enforcement of the Loan Documents pursuant to Section 8.02 without the written consent of each Lender directly and adversely affected thereby; provided that, notwithstanding the foregoing, this Agreement may be amended to make any change that by its terms only affects the risghts and duties of Lenders holding Loans or Commitments of a particular Class (and not Lenders holding Loans or Commitments of any other Class) with the consent of the Lenders holding the relevant Loans or Commitments voting as if such Class were the only Class hereunder. Notwithstanding anything herein to the contrary, (I) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required by subsection under clause (b)(i)(Bi), (ii) or (iii) in the proviso to the first sentence of this Section 10.02(b) and, in addition:
but only to the extent that any such matter disproportionately affects such Defaulting Lender, clauses (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (fiv) or (gv) has occurred and is continuing at the time of such assignmentproviso, (II) this Agreement and any other Loan Document may be amended, modified or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) supplemented solely with the consent of the Administrative Agent (such or the Collateral Agent, as applicable) and the Borrower, each in their sole discretion, without the need to obtain the consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitmentother Lender, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment amendment, modification or supplement is delivered in order to a Person that is not a Lender with a Commitment (x) cure ambiguities, defects, errors, mistakes, omissions in respect of this Agreement or the applicable Facility or Refinancing Loan Document, (y) add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent) in connection with any Incremental Facility, an Affiliate Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or Permitted Debt Exchange Notes, or (z) create a fungible Class of such Lender or an Approved Fund Term Loans (including by increasing (but, for the avoidance of doubt, not by decreasing) the amount of amortization due and payable with respect to any Class of Term Loans) (provided that, at the election of the Administrative Agent in its sole discretion, any amendment described in clauses (x) through (z) shall not become effective unless the Lenders have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such Lender or (2notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment) any Term Loan to a Person that is not a Lenderor, an Affiliate of a Lender or an Approved Fund, unless in the case of any applicable Intercreditor Agreement (or any other intercreditor agreement and/or subordination agreement pursuant to, or contemplated by, the terms of this clause Credit Agreement (2), such assignment is including with respect to Indebtedness permitted pursuant to Section 10.06(f6.01 and defined terms referenced therein)), if such amendment relates to obligations other than the Obligations hereunder, or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property and (III) below; and
(C) this Agreement and the other Loan Documents may be amended, modified or supplemented solely with the consent of the Administrative Agent (or the Collateral Agent, as applicable) and the Borrower in order to give effect to the appointment of an Additional Borrower in accordance with Section 2.24. Any waiver, amendment, supplement or modification in accordance with this Section 10.02 shall apply equally to each of the L/C Issuers affected Lenders and shall be binding upon Holdings, the Borrower, such Lenders, the Administrative Agent, the Collateral Agent and all future holders of the affected Loans. In the case of any such waiver, Holdings, the Borrower, the Lenders, the Administrative Agent and the Swing Line Lender (in each caseCollateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, such consent not and any Default or Event of Default so waived shall be deemed to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility cured and Refinancing Revolving Facility; provided not continuing, it being understood that no consent such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the L/C Issuers and foregoing provisions, the Swing Line Lender Administrative Agent may, but shall be required for have no obligations to, with the concurrence of any assignment Lender, execute amendments, modifications, waivers or consents on behalf of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Ping Identity Holding Corp.), Credit Agreement (Roaring Fork Holding, Inc.)
Required Consents. No consent shall Except for consents or waivers that may be required under the Company's Certificate of Incorporation or the terms of a Credit Agreement to be executed between Regent and Bank of Montreal, or any of the Loan Documents (as defined in said Credit Agreement), and except for any assignment except to approval of the extent required by subsection (b)(i)(B) terms of this Section andAgreement by General Electric Capital Corporation and BMO Financial, in addition:
(A) Inc. under the terms of certain letter agreements between Regent and each of said parties, neither Regent nor Subsidiary is a party to or bound by any mortgage, lien, deed of trust, lease, agreement, instrument, order, judgment or decree which would require the consent of another to the Borrower execution of this Agreement or prohibit or require the consent of another to or make unduly burdensome the consummation of, the merger contemplated by this Agreement; and, except as above noted, the consummation of the merger contemplated by this Agreement will not result (such consent not immediately or upon the giving of notice and/or upon the passage of period of time) in a breach of any term or provision of or constitute a default under any mortgage, deed of trust, note or other agreement or instrument to be unreasonably withheld which Regent or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and Subsidiary is continuing at the time of such assignmenta party, or (2) such assignment otherwise give any other party thereto a right to terminate the same or result in an acceleration in the payment due under any note or other agreement or instrument which is binding on Regent or Subsidiary, or in the creation of any lien, security interest, encumbrance or charge under any of the foregoing on any assets or properties of Regent or Subsidiary. Immediately following the execution of this Agreement, Regent and Subsidiary agree to a Lenderdiligently pursue obtaining the consent and approval of each of Bank of Montreal, an Affiliate BMO Financial, Inc., and General Electric Capital Corporation to this transaction and 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 other party whose consent to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations issuance of the Loans provided by Series E Preferred Stock is now or hereafter required. Within thirty (30) days after the Arrangers execution of this Agreement, Regent will notify Alta of the status of obtaining such consents and approvals and any other information relating thereto. In the event such consents and approvals have not been obtained, despite diligent efforts, such failure of Regent to the Borrower and reviewed and approved by the Borrower (obtain such approval not to be unreasonably withheld or delayed) in writing on or consents prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required deemed a material breach for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) which Alta shall be required for any assignment entitled to the remedies provided in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderparagraph 29(a).
Appears in 2 contracts
Samples: Merger Agreement (Redwood Broadcasting Inc), Merger Agreement (Regent Communications 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; provided, that the parties hereto acknowledge and agree that the Borrower has a reasonable basis for rejecting a proposed Lender that is a Public Lender as a result of the potential difficulties that could arise in the connection with such Public Lender’s participation in this Agreement, but that this provision shall not prohibit the Borrower’s approval of such a Public Lender or the assignment of rights and obligations hereunder to a Public Lender under circumstances where the Borrower’s consent is not otherwise required) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 , or (3) such assignment unless it shall object thereto by written notice to is entered into in connection with the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations syndication of the Loans provided by the Arrangers and Commitments pursuant to the Borrower terms and reviewed conditions of that certain commitment letter among Bank of America, BAS and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateBorrower;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Issuing Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility(whether or not then outstanding); provided that no and
(D) the consent of the L/C Issuers and the Swing Line Loan Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderassignment.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Centro NP LLC), Revolving Credit Agreement (Centro NP 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 withheld, conditioned or delayed) shall be required unless (1w) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2x) with respect to any Term Loans, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, (y) with respect to any Revolving Loans, such assignment is to a Revolving Lender or an Affiliate of a Revolving Lender or (z) such assignment occurs within 60 days of the Closing Date; provided that (other than in the case of (x), (y) or (z) above) 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; thereof and provided, further, that notwithstanding the foregoing, Borrower’s consent shall not be required during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations primary syndication of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateLoans;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of (x) the Revolving Facility or any unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (y) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the Issuing Lender and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan any other assignment that increases the obligation of the assignee to participate in exposure under the Refinancing Revolving Facility to a Revolving one or more Letters of Credit Lender or Refinancing Revolving LenderSwingline Loans, as applicable (whether or not then outstanding).
Appears in 2 contracts
Samples: Credit Agreement (Ani Pharmaceuticals Inc), Credit Agreement (Ani Pharmaceuticals 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; provided that the Borrower will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 is made by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, an Arranger during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations primary syndication of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateFacilities;
(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 Term A Commitment, Revolving Credit Loan Commitment or Loan in respect of a Refinancing Revolving Facility Credit Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause Fund or (2), 3) any Revolving Credit Commitment or Revolving Credit Loans if such assignment is pursuant to Section 10.06(f) belowa Term A Lender that is not also a Revolving Credit Lender; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender and each L/C Issuer (in each case, such consent not to be unreasonably withheld or delayed; provided that the Swing Line Lender and each L/C Issuer will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland 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 subsection and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (fdescribed in subsection 9(a) or 9(f) (gwith respect to the Company only) has occurred and is continuing at the time of such assignment, assignment or (2) 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding);
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no ;
(E) the consent of the L/C Issuers and Alternative Currency Funding Fronting Lender (such consent not to be unreasonably withheld or delayed) shall be required if upon effectiveness of the applicable assignment the proposed assignee would be an Alternative Currency Participating Lender with respect to any Alternative Currency; and
(F) the consent of the Swing Line Euro Tranche Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a the Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderEuro Tranche Facility.
Appears in 2 contracts
Samples: Credit Agreement (Graphic Packaging International, LLC), Credit Agreement (Graphic Packaging International, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a)) or, (f) or (gsolely with respect to the Borrower Representative, Section 8.01(f) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Borrower Representative shall be deemed to have consented to any such assignment of all or a portion of the Loans unless it shall object have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereofof a failure to respond to such request for assignment; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower Representative shall be required for an assignment of all or a portion of the Loans pursuant to Section 10.07(h), (k) or (l); provided, further, until the date that is twenty-four (24) months from the Delayed Draw Funding Date (or, with respect to the 2015-2 Incremental Loans, twenty-four (24) months from the Second Lien Amendment No. 2 Effective Date), it shall be deemed reasonable for the Borrower Representative to have consented withhold its consent to an any assignment to the extent such assignment (together with any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to other pending assignments for which the Borrower Representative has not withheld (and reviewed and approved by shall not withhold) consent), would cause the Borrower (such approval Qualified Lender Threshold not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;met; 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender Administrative Agent shall be required for any an assignment (i) of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender all or a Refinancing Revolving Commitment portion of the Loans pursuant to Section 10.07(g), (h), (k) or Loan under (l), (ii) from an Agent to its Affiliate or (iii) during the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderPrimary Syndication of the facilities in compliance with Section 10.25;.
Appears in 2 contracts
Samples: Second Lien Credit Agreement, Second Lien Credit Agreement (DTZ Jersey Holdings LTD)
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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Incremental Revolving Credit Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderIntentionally Left Blank.
Appears in 2 contracts
Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)
Required Consents. No consent Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Assets or interests therein as to which (i) an assignment or transfer thereof or an attempt to make such an assignment or transfer without a Consent (a “Required Consent”) would constitute a breach or violation thereof or of Applicable Law, or would adversely affect the rights or obligations thereunder to be assigned or transferred to or for the account of Purchaser and (ii) such Required Consent shall not have been obtained with respect to such Assets or interests therein prior to the Closing. Any transfer or assignment to Purchaser by Sellers of any such Asset or interest therein (a “Delayed Asset”), shall be required made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, each Seller whose Seller’s Assets include a Delayed Asset shall use its best efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, each Seller whose Seller’s Assets include a Delayed Asset (a) shall hold the Delayed Asset on behalf of Purchaser, (b) shall cooperate with Purchaser for no additional consideration in any assignment except lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) requested by Purchaser to provide Purchaser with all of the extent required benefits of or under any such Delayed Asset and (c) shall otherwise enforce and perform for the account of Purchaser and as directed by subsection Purchaser any other rights and obligations of such Seller arising from such Delayed Asset (b)(i)(B) and not waive, alter or amend any of this Section and, in addition:
(A) same without the consent of Purchaser). Each Seller whose Seller’s Assets include a Delayed Asset shall comply with its obligations under this Agreement and to maintain its corporate or other existence until all obligations pursuant to this Section and otherwise herein are performed in full and all Delayed Assets are transferred and assigned hereunder. At such time and on each occasion after the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is Closing Date as all Required Consents with respect to a LenderDelayed Asset have been obtained, an Affiliate such Delayed Asset shall automatically be transferred and assigned by the applicable Seller to Purchaser (or, at Purchaser’s direction) for no additional consideration without any further act on the part of a Lender or an Approved Fund; provided that any Party. In the Borrower shall be deemed event all Required Consents are not obtained, and/or good title to have consented to any such assignment unless it shall object thereto all Delayed Assets are not received, by written notice to the Administrative Agent Purchaser, within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following thirty (30) days of the Closing Date, the Borrower applicable Sellers with Delayed Assets and Purchaser shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in good faith determine a reduction in the initial allocations number of Common Shares and/or Cash Consideration issuable at Closing to the applicable Sellers to take into account the decrease in the value of the Loans provided Assets created by the Arrangers such failure to the Borrower obtain all Required Consents and reviewed to deliver all Delayed Assets (a “Reduction”), and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect Sellers shall return the certificates and other documents evidencing the Common Shares and/or Cash Consideration subject to such Lender Reduction (based on the Agreed Share Value) for cancellation and re-issuance and shall further take whatever actions necessary or (2) any Term Loan requested to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), affect such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderReduction.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lucas Energy, Inc.), Asset Purchase 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 (1) 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 (2) such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is a Revolving Lender, an Affiliate of a Revolving Lender or an Approved FundFund with respect to such Revolving Lender or (y) in the case of an assignment of Incremental Term Loans or an Incremental Term Commitment, to a Person that is an Incremental Term Lender, an Affiliate of such Incremental Term Lender or an Approved Fund with respect to such Incremental Term Lender; 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Lender, an Affiliate of such a Revolving Lender or an Approved Fund with respect to such Revolving Lender or (2y) any in the case of an assignment of Incremental Term Loan Loans or an Incremental Term Commitment, to a Person that is not a an Incremental Term Lender, an Affiliate of a such Incremental Term Lender or an Approved Fund, unless in the case of this clause (2), Fund with respect to such assignment is pursuant to Section 10.06(f) below; andIncremental Term Lender;
(C) the consent of each of the L/C Issuers Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and any assignment in respect of Revolving Loans or a Revolving Commitment to a Person that is not a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to such Revolving Lender; and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Loans or a Revolving Facility; provided Commitment to a Person that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment is not a Revolving Lender, an Affiliate of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility an Approved Fund with respect to a Revolving Credit Lender or Refinancing such Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Equitrans Midstream Corp), Third Amended and Restated Credit Agreement (Equitrans Midstream 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 Company (such consent not to be unreasonably withheld or delayed) shall be required for an assignment to any Person unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of 143 MSGN – A&R Credit Agreement (2019) such assignment, assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or Lender, an Approved Fund, or solely with respect to the assignment of a Term Loan, the Company, an Affiliated Lender or a Subsidiary of the Company (each Person with respect to whom such Company consent has been received, or is not required under clause (1) or clause (2) of this sentence, an “Eligible Assignee”); provided that if a prospective assignee (x) is not a commercial bank, finance company, insurance company, financial institution or fund (a “Non-Financial Entity”), the Borrower Company shall be deemed to be acting reasonably in withholding its consent if such person is a direct or indirect competitor of the Company as notified by the Company to the Administrative Agent within five Business Days after being informed of the identity of such Non-Financial Entity or (y) is a Lender that is a non-consenting Lender that the Company is at such time permitted to replace pursuant to Section 10.01 or otherwise is a Lender that the Company is at such time permitted to replace pursuant to Section 10.12, the Company shall be deemed to be acting reasonably in withholding its consent; provided, further, that solely with respect to an assignment of any Term Loans, the 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Lender; provided that the Administrative Agent shall be deemed to be acting reasonably in withholding its consent to a Person prospective assignee that is not a Defaulting Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility(whether or not then outstanding); provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of a Revolving Credit Commitment the assignee to participate in exposure under one or Revolving Credit Loan to a Revolving Credit Lender more Swing Line Loans (whether or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).
Appears in 2 contracts
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks 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 Borrowing Agent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrowing Agent 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, provided further that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower Borrowing Agent shall be deemed to have consented to an assignment be reasonable in withholding its consent to any Lender if such Lender was previously identified assignment in the initial allocations respect of the Loans provided by Singapore Term Loan Facility if the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval proposed assignment is not to be unreasonably withheld a commercial bank organized under the laws of the Republic of Singapore or delayed) in writing on or prior to a Singapore-authorized branch of a commercial bank organized under the Closing Datelaws of a jurisdiction other than Singapore;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Term Loan Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender C-BA Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facilityor Bankers’ Acceptances (whether or not then outstanding); provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of a Revolving Credit Commitment the assignee to participate in exposure under any Swing Line Loan (whether or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).
Appears in 2 contracts
Samples: Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services 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) unless an Event of Default pursuant to Section 8.01(a) or (f) has occurred and is continuing at the time of an assignment, the consent of the Top Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless for assignments in respect of (1) a Term Commitment or Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the same Facility, an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time Affiliate of such assignment, Lender or an Approved Fund with respect to such Lender or (2) such assignment except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to Section 2.18, any Term Loan or (following the termination of the Revolving Commitments) any Revolving Term Loan to a Person that is to not a Lender, an Affiliate of a Lender or an Approved FundFund with respect to a Lender; provided that the Borrower that, with respect to an assignment of Term Loans, such 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 Top Borrower has not responded within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided receipt by the Arrangers to the Top Borrower and reviewed and approved of notice by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateAdministrative Agent;
(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 Commitment, a Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment or Loans in respect of the applicable Facility or Refinancing same Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to Section 2.18, any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant Fund with respect to Section 10.06(f) below; anda Lender;
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) Issuer shall be required for any assignment in respect of the any Revolving Credit Facility and Refinancing Revolving Facility; provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment in respect of a any Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.
Appears in 2 contracts
Samples: Canadian Benchmark Replacement Conforming Changes Amendment (Viad Corp), Credit Agreement (Viad 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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Incremental Revolving Credit Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Incremental Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing an Incremental Revolving Commitment or Loan under the Refinancing Incremental Revolving Facility to a Revolving Credit Lender or Refinancing Incremental Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting 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) for any assignment prior to (and including) the earlier of (x) the Merger Closing Date and (y) the Certain Funds Termination Date, the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment is to an Approved Lender;
(B) for any assignment after the earlier of (x) the Merger Closing Date and (y) the Certain Funds Termination Date, the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a8.01(b), (fe) or (gf) has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided 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 written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(BC) 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(CD) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any Commitment if such assignment of a Revolving Credit Commitment or Revolving Credit Loan is to a Revolving Credit Person that is not a Lender with a Commitment, an Affiliate of such Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility an Approved Fund with respect to a Revolving Credit Lender or Refinancing Revolving such Lender.
Appears in 2 contracts
Samples: Corra Transition Amendment (Global Payments Inc), Credit Agreement (Global Payments Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 12.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) 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 (2) such assignment is to a Lender (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting 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 (10) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan Commitment or Loan in respect of a Refinancing Revolving Facility Term Commitment if such assignment is to a Person that is not a Lender (to the extent such Lender is not a Defaulting Lender) with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender (to the extent such Lender is not a Defaulting 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers Issuer and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the any Revolving Credit Facility and Refinancing Revolving Facility; provided Commitment if such assignment is to a Person that no consent of is not a Lender (to the L/C Issuers and the Swing Line extent such Lender shall be required for any assignment of is not a Defaulting Lender) with a Revolving Credit Commitment Commitment, an Affiliate of such a Lender (to the extent such Lender is not a Defaulting Lender) or Revolving Credit Loan an Approved Fund with respect to such a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Ba)(ii) 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 (1x) an no Event of Default under Section 8.01(a)Sections 7.1.1, (f7.1.4(a) or (g) 7.1.6 has occurred and is continuing at the time of such assignment, or (2y) such assignment is to a LenderLender Party, an Affiliate of a Lender Party or an Approved Fundto any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; 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 provided, further, further that notwithstanding in the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to case of an assignment to any a Lender if Party or an Affiliate of a Lender Party, so long as no Event of Default or a Prepayment Event has occurred and is continuing at the time of such Lender was previously identified assignment, such assignment shall be made in consultation with the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateBorrower;
(Bii) 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility the Commitments if such assignment is to a Person that is not (i) a Lender with Party with, prior to the effectiveness of the assignment, a Commitment in respect of Revolving Credit Commitments, the applicable Letter of Credit Facility or Refinancing Facility, the Swing Line Facility or (ii) 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 FundParty, unless in the case of this clause (2), such assignment is to any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Section 10.06(f) belowRegulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; and
(Ciii) the consent of each of the L/C Issuers Issuing Bank and the Swing Line Lender Bank (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no Commitments unless such assignment is to an Affiliate of a Lender Party or any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Regulation A of the L/C Issuers F.R.S. Board and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderOperating Circular issued by such Federal Reserve Bank.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Royal Caribbean Cruises LTD)
Required Consents. No If the assignment or transfer of any asset included in the Assigned Assets (including any Assigned Contract) or any claim, right or benefit arising thereunder or resulting therefrom, without the consent of a Third Party, would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to an agreement concerning such asset (including any Assigned Contract), claim, right or benefit, or, upon assignment or transfer, would in any way adversely affect the rights of JT or, upon transfer, Gilead (each, a “Non-Assignable Right”), then JT shall use its diligent efforts, at JT’s sole cost and expense, to obtain such consent after the execution of this Agreement until such consent is obtained. If any such consent cannot be obtained prior to the Closing, then, notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement but without limiting Section 3.2.5, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the applicable Non-Assignable Right, and JT shall use its diligent efforts, at JT’s sole cost and expense, to obtain such consent as soon as possible after the Closing; and (b) at Gilead’s election, (i) the Non-Assignable Right shall be required excluded from the Assigned Assets and Gilead shall have no Liability whatsoever with respect to any such Non-Assignable Right or any Liability with respect thereto, or (ii) JT shall use its diligent efforts, at JT’s sole cost and expense, to obtain for any assignment except to Gilead substantially all of the extent required practical benefit and burden of such Non-Assignable Right, including by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a)Gilead and JT, (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) subject to the consent and control of Gilead, enforcement, at the cost and for the account of Gilead, of any and all rights of JT against the other party thereto arising out of the Administrative Agent (breach or cancellation thereof by such consent not to be unreasonably withheld other party or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.otherwise
Appears in 2 contracts
Samples: Master Agreement (Gilead Sciences Inc), Master Agreement (Gilead Sciences 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 (1) an Event of Default under Section 8.01(a), Section 8.01(f) (fwith respect to the Borrower) or Section 8.01(g)(i) (gwith respect to the Borrower) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or Lender, an Approved Fund, MSSF or an Affiliate of MSSF (other than the Borrower or any of its Subsidiaries) or (3) such assignment is in connection with the primary syndication of the Facilities; 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or Lender, an Approved Fund with respect to such Lender Lender, MSSF or an Affiliate of MSSF (other than the Borrower or any of its Subsidiaries) or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or Lender, an Approved Fund, unless in MSSF or an Affiliate of MSSF (other than the case Borrower or any of this clause (2its Subsidiaries), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.;
Appears in 2 contracts
Samples: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI 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 (1x) 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 (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund in respect of the Revolving Credit Facility, the Term Facility or the Tranche B Incremental Facility; 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, the Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2ii) any Term Loan Advances if such assignment is to a Person that who is not a Lender, an Affiliate of a Lender or an Approved FundFund in respect of the Revolving Credit Facility, unless in the case of this clause Term Facility or the Tranche B Incremental Facility or (2), iii) any Tranche B Incremental Loans if such assignment is pursuant to Section 10.06(f) belowa Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility or the Tranche B Incremental Facility; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) Issuing Bank shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International 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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media 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 10.06 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed; provided that it shall not be unreasonable for the Company to refuse consent to any Person that is not engaged in the making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business) shall be required unless (1) an Event of Default under pursuant to Section 8.01(a), (f8.01(f) or (g8.01(g) has occurred and is continuing at the time of such assignment, assignment or (2) 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 Agent, in the case of the Term B Loans, within ten five (5) Business Days after having received notice thereof; , and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations case of the Term A Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower or Revolving Credit Commitments, within eight (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date8) 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 (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (WEX Inc.), Restatement Agreement (WEX 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 additionexcept that:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) an Event of Default under Section 8.01(adescribed in clauses (a), (f) b), (h), or (gi) of Article VII has occurred and is continuing at the time of such assignment, assignment or (2) 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 the Borrower’s receipt of written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Daterequest for its consent;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments if (x) such assignment in respect of (1) any Commitment, Revolving the USD Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to be a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityUSD Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2y) any Term Loan such assignment in respect of the MC Credit Facility is to be a Person that is not a LenderLender with an MC Commitment, an Affiliate of a such Lender or an Approved Fund, unless in the case of this clause (2), Fund with respect to such assignment is pursuant to Section 10.06(f) below; andLender;
(C) the consent of each of the Fronting Bank and the Several L/C Issuers and the Swing Line Lender Agent (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment in respect of the Revolving MC Credit Facility and Refinancing Revolving Facility; provided that no ;
(D) the consent of the L/C Issuers and the each MC Swing Line Lender and each USD Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of a Revolving the MC Credit Commitment Facility;
(E) the consent of each USD Swing Line Lender (such consent not to be unreasonably withheld, conditioned or Revolving delayed) shall be required for any assignment in respect of the USD Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.
Appears in 1 contract
Samples: Credit Agreement (Cme 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) (x) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed; provided, that during the Certain Funds Period, in the case of an assignment of a Commitment to make RPS Acquisition Loans, the Company may withhold such consent in its sole discretion unless a Certain Funds Event of Default is continuing) shall be required unless (1) an Event of Default under Section 8.01(a)(limited during the Certain Funds Period, (f) or (gin the case of an assignment of a Commitment to make RPS Acquisition Loans, to a Certain Funds Event of Default) has occurred and is continuing at the time of such assignmentassignment or, or (2) such assignment is to a Lender, or (3) such assignment is (except in the case of an assignment of a Commitment to make RPS Acquisition Loans) to an Affiliate of a Lender or an Approved FundFund and (y) the consent of the Administrative Agent to such assignment (which consent shall not be unreasonably withheld or delayed); provided that that, the Borrower Company shall be deemed to have consented to any such assignment (except in the case of an assignment of a Commitment to make RPS Acquisition Loans) unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, unfunded Term Loan Commitment or any Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers Issuer and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Required Consents. No consent Subject to the terms of the Intercreditor Agreement and to Sections 11.02(c) through (k), Section 2.23 and the definitions of “Permitted Customer Account Financing”, “Permitted German Alternative Financing”, “Permitted Novelis Switzerland Financing” and “Permitted Holdings Amalgamation”, no modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be required for effective without the prior written agreement of Administrative Agent (or Collateral Agent, in the case of any assignment Security Document) with the consent of Required Lenders, and each Loan Party party to such Loan Document; provided, however, that
(i) no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of any Agent, without the prior written consent of such Agent;
(ii) without the prior written consent of such Issuing Bank, no modification shall be effective with respect to any LC Obligations, Section 2.18 or any other provision in a Loan Document that relates to any rights, duties or discretion of an Issuing Bank;
(iii) without the prior written consent of each affected Lender, no modification shall be effective that would (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender; or (iii) extend the Maturity Date;
(iv) without the prior written consent of all Lenders (except a Defaulting Lender to the extent required by subsection provided in Section 2.14(f)), no modification shall be effective that would (b)(i)(Bi) alter Section 8.03, 11.02 or the pro rata provisions of this Section and2.14(b), in addition:
(A) or any provision that expressly requires the consent of the Borrower all Lenders or each affected Lender; (such consent not to be unreasonably withheld or delayedii) shall be required unless (1) an Event of Default under except as provided in Section 8.01(a), (f11.02(h) or (gi), amend the definition of Borrowing Base (or any defined term used in such definition) has occurred and (in each case in a manner that would increase availability), Pro Rata Percentage or Required Lenders; (iii) increase any advance rate; (iv) release all or substantially all of the Collateral, except as currently contemplated by the Loan Documents; or (v) except as expressly permitted by the Loan Documents, release any Loan Party from liability for any Obligations, if such Loan Party is continuing not “insolvent” (as such term is defined under the applicable Debtor Relief Laws of the jurisdiction in which such Loan Party is organized or incorporated) at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Daterelease;
(Bv) without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) a Secured Bank Product Provider, no modification shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person effective that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to affects its relative payment priority under Section 10.06(f) below8.03; and
(Cvi) without the written consent of each relevant Swingline Lender, no modification shall be effective that would change or waive any provision hereof relating to Swingline Loans (including the definition of “European Swingline Commitment”) provided further, that, notwithstanding anything to the contrary contained herein, each Agent is hereby authorized by each Lender to enter into any amendment to or modification of the L/C Issuers and Intercreditor Agreement or the Swing Line Security Documents in connection with the issuance or incurrence of Pari Passu Secured Obligations or Subordinated Lien Secured Obligations, solely to the extent necessary to effect such amendments as may be necessary or appropriate, in the reasonable opinion of such Agent, in connection with any such issuance or incurrence expressly permitted hereunder, so long as such amendment or modification does not adversely affect the rights of any Lender (in each case, such consent not it being understood that allowing Pari Passu Secured Obligations and Subordinated Lien Secured Obligations to be unreasonably withheld or delayed) shall secured by Collateral on the terms set forth in the Intercreditor Agreement will not be required for deemed to adversely affect the rights of any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender).
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection subclause (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 (1) an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) in the case of an assignment of a Term Loan only, such assignment is to a Term Lender, an Affiliate of a Term Lender or an Approved FundFund of a Term Lender; provided that each request for the consent of the Borrower hereunder shall also be deemed provided to have consented to any such assignment unless it shall object thereto by written notice the designated employee of Summit Partners designated in writing to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed from time to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datetime;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments required, unless, in respect the case of (1) any Commitmentan assignment of Term Loans, Revolving Credit Loan Commitments or Loan in respect of a Refinancing Revolving Facility if Credit Loans, such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided, however, that the consent of the Administrative Agent shall not be required for any assignment pursuant to Section 10.07(m) or (2) any Term Loan to an Affiliated Lender, or a Person that is not a upon effectiveness of an assignment would be an Affiliated Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and10.07(h);
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any in the case of an assignment in respect of the Revolving Credit Facility and Refinancing Commitments or Revolving FacilityCredit Loans; provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any in the case of an assignment of a Revolving Credit Commitment Commitments or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderLoans.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.06(b)(i)(B) of this Section and, and in addition:
(A) the consent of the Borrower Ultimate Parent (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g8.01(f) has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, in each case that is not a Non-Qualifying Lender; provided that the Borrower Ultimate Parent 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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 such Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment in respect of assignment; and
(D) the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment. The parties hereto acknowledge and agree that (x) the Administrative Agent shall have no duty or obligation to ascertain whether any Lender is a Non-Qualifying Lender or with respect to obtaining (or confirming the receipt) of any written consent of Ultimate Parent to any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Non-Qualifying Lender, any such duty and obligation being solely with the assigning Lender and the assignee, and (y) the Administrative Agent may rely upon, and shall incur no liability therefor, any determination by Ultimate Parent, any Lender or any prospective Lender as to whether any Person is a Refinancing Revolving Commitment or Loan Non-Qualifying Lender (and, in connection with any proposed assignment, may require confirmation by Ultimate Parent as to Ultimate Parent’s determination whether the proposed assignee is a Non-Qualifying Lender prior to accepting any such assignment for recordation in the Register). The Borrower consents to the assignments and transfers of rights and obligations permitted under and made in accordance with this Section 11.06(b). The Borrower and Actavis SCS agree and confirm that each of their guarantee and/or indemnity obligations (as applicable) under the Refinancing Revolving Facility Loan Documents granted by each of them in support of their respective borrowing obligations, guarantee and/or indemnity obligations (as applicable) under the Loan Documents will continue notwithstanding any assignment or transfer under this Section 11.06(b) and will extend to a Revolving Credit Lender cover and support obligations transferred or Refinancing Revolving assigned and owed to new Lenders that have been assigned to pursuant to this Section 11.06(b) and the Lenders hereby expressly accept and confirm for the purposes of article 1278 and 1281 of the Luxembourg civil code that notwithstanding any assignment, transfer and/or novation under this Section 11.06(b) any guarantee shall be preserved for the benefit of any new Lender.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Warner Chilcott LTD)
Required Consents. No Subject to Section 10.02(c), (d), (e) and (g), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document (other than the Fee Letters, each of which may be amended in accordance with its terms), pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Credit Party or Credit Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would be to:
(i) increase the Commitment of any Lender without the written consent of such Lender (but not, for the avoidance of doubt, the Required Lenders) (other than with respect to any Incremental Facilities to which such Lender has agreed) (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment or Default or Event of Default shall constitute an increase in the Commitment of any Lender);
(ii) reduce the principal amount of or premium, if any, on any Loan or LC Disbursement or reduce the rate of interest thereon, including any provision establishing a minimum rate (other than any waiver, extension or reduction of interest pursuant to Section 2.06(c), any waivers or extensions of mandatory prepayments, or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or reduce any fees (including any Fees or any prepayment fee or premium) payable hereunder, without the written consent of each Lender directly and adversely affected thereby but not the Required Lenders (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));
(iii) (A) extend the scheduled final maturity of any Term Loan, or any scheduled date of payment of principal amount of any Term Loan under Section 2.09 (other than, for the avoidance of doubt, any mandatory prepayment) except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, (B) postpone the date for payment of any Reimbursement Obligation or any interest, premium or fees payable hereunder (other than waivers of default interest, Defaults or Events of Default, waivers or extension of any mandatory prepayments, or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or (C) postpone the scheduled date of expiration of any Revolving Commitment or date of repayment of any Revolving Loans, in each case, beyond the Revolving Maturity Date, except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, in any case, without the written consent of each Lender directly and adversely affected thereby (but not the Required Lenders);
(iv) release Holdings or the Borrower or release all or substantially all of the value of the Subsidiary Guarantors from their Guarantees (except as expressly provided in Article IX or X), without the written consent of each Lender;
(v) release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent of each Lender (except as otherwise expressly permitted by Section 9,10(a)(i) or Section 10.02(c)(iii) (other than clause (iv) thereof) or by the Security Documents); provided that, for the avoidance of doubt, any transaction permitted under Section 6.04 or Section 6.05 shall not be subject to this clause (v) to the extent such transaction does not result in the release of all or substantially all of the Collateral;
(vi) change any provision of this Section 10.02(b) that has the effect of decreasing the number of Lenders that must approve any amendment, modification or waiver (or the approval of any Agent, Issuing Bank or Swing Line Lender), without the written consent of each Lender (or, as applicable, such Agent, Issuing Bank or Swing Line Lender);
(vii) change the percentage set forth in the definition of “Required Lenders” or “Required Revolving Lenders”, without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any Additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(viii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;
(ix) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agent and the Issuing Bank;
(x) make any change or amendment, including without limitation, any amendment of this Section 10.02(b)(x) which shall (i) unless in writing and signed by the Issuing Bank in addition to the Lenders required for above, adversely affect the rights or duties of the Issuing Bank under this Agreement or any assignment document relating to any Letter of Credit issued or to be issued by it, and (ii) unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of the Swing Line Lender under this Agreement; or
(xi) amend or modify (a) the definition of “Pro Rata Percentage” or any pro rata sharing provisions contained herein or (b) the “waterfall” that applies following enforcement of the Loan Documents pursuant to Section 8.02, in each case without the written consent of each Lender directly and adversely affected thereby; provided that, notwithstanding the foregoing, this Agreement may be amended to make any change that by its terms only affects the rights and duties of Lenders holding Loans or Commitments of a particular Class (and not Lenders holding Loans or Commitments of any other Class) with the consent of the Lenders holding the relevant Loans or Commitments voting as if such Class were the only Class hereunder. Notwithstanding anything herein to the contrary, (I) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required by subsection under clause (b)(i)(Bi), (ii) or (iii) in the proviso to the first sentence of this Section 10.02(b) and, in addition:
but only to the extent that any such matter disproportionately affects such Defaulting Lender, clauses (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (fiv) or (gv) has occurred and is continuing at the time of such assignmentproviso, (II) this Agreement and any other Loan Document may be amended, modified or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) supplemented solely with the consent of the Administrative Agent (such or the Collateral Agent, as applicable) and the Borrower, each in their sole discretion, without the need to obtain the consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitmentother Lender, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment amendment, modification or supplement is delivered in order to a Person that is not a Lender with a Commitment (x) cure ambiguities, defects, errors, mistakes, omissions in respect of this Agreement or the applicable Facility or Refinancing Loan Document, (y) add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent) in connection with any Incremental Facility, an Affiliate Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or Permitted Debt Exchange Notes, or (z) create a fungible Class of such Lender or an Approved Fund Term Loans (including by increasing (but, for the avoidance of doubt, not by decreasing) the amount of amortization due and payable with respect to any Class of Term Loans) (provided that, at the election of the Administrative Agent in its sole discretion, any amendment described in clauses (x) through (z) shall not become effective unless the Lenders have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such Lender or (2notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment) any Term Loan to a Person that is not a Lenderor, an Affiliate of a Lender or an Approved Fund, unless in the case of any applicable Intercreditor Agreement (or any other intercreditor agreement and/or subordination agreement pursuant to, or contemplated by, the terms of this clause Credit Agreement (2), such assignment is including with respect to Indebtedness permitted pursuant to Section 10.06(f6.01 and defined terms referenced therein)), if such amendment relates to obligations other than the Obligations hereunder, or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property and (III) below; and
(C) this Agreement and the other Loan Documents may be amended, modified or supplemented solely with the consent of the Administrative Agent (or the Collateral Agent, as applicable) and the Borrower in order to give effect to the appointment of an Additional Borrower in accordance with Section 2.24. Any waiver, amendment, supplement or modification in accordance with this Section 10.02 shall apply equally to each of the L/C Issuers affected Lenders and shall be binding upon Holdings, the Borrower, such Lenders, the Administrative Agent, the Collateral Agent and all future holders of the affected Loans. In the case of any such waiver, Holdings, the Borrower, the Lenders, the Administrative Agent and the Swing Line Lender (in each caseCollateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, such consent not and any Default or Event of Default so waived shall be deemed to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility cured and Refinancing Revolving Facility; provided not continuing, it being understood that no consent such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the L/C Issuers and foregoing provisions, the Swing Line Lender Administrative Agent may, but shall be required for have no obligations to, with the concurrence of any assignment Lender, execute amendments, modifications, waivers or consents on behalf of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Lender.
Appears in 1 contract
Samples: Credit Agreement (Dragoneer Growth Opportunities Corp. II)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.11(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 (1x) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) the assignment is made in connection with the primary syndication of the Priority Term Credit or the Second Out Term Credit and during the period commencing on the Closing Date and ending on the date that is ninety (90) days following the Closing Date; 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 (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, the Revolving Credit Loan or Loan in any unfunded Commitments with respect of a Refinancing Revolving Facility to the Priority Term Loans or Incremental Priority Term Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facilitysuch Credit, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Priority Term Loan Loans or Incremental Priority Term Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;
(C) subject to Section 5.7 of the Intercreditor Agreement, unless the consent of each Arranger (such consent to be in the case sole discretion of this clause such Arranger) shall be required for assignments by any Arranger, any Affiliates of such Arranger, or any Approved Fund with respect to such Arranger in respect of (2)i) the Revolving Credit or any unfunded Commitments with respect to the Priority Term Loans or Incremental Priority Term Loans, and (ii) any Priority Term Loans or Incremental Priority Term Loans, if, in any instance, such assignment is pursuant to Section 10.06(fa Person that is a Second Out Lender, a Second Lien Lender, an Affiliate of a Second Out Lender, an Affiliate of a Second Lien Lender, or an Approved Fund with respect to a Second Out Lender or Second Lien Lender; provided that, any Arranger that does not object thereto by written notice to the Administrative Agent within ten (10) belowBusiness Days after having received notice thereof shall be deemed to have consented to such assignment; and
(CD) the consent of each of the L/C Issuers Issuer and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCredit.
Appears in 1 contract
Samples: First Lien Credit Agreement (Turning Point Brands, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section andSection, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) 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 (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Term Loan Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityCommitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Issuing Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility (whether or not then outstanding). Notwithstanding the foregoing, so long as no Event of Default has occurred and Refinancing Revolving Facility; is continuing no assignment (including those covered by subsection (b)(i)(A)) shall be made without the Borrower’s consent (x) if an assignment to such Person would result in any increased cost to the Borrower under Section 3.9, Section 3.12 or Section 3.13 on the date of such assignment (provided that approval by the Borrower shall be deemed given if no consent of objection is received by the L/C Issuers assigning Lender and the Swing Line Lender shall be required for any Administrative Agent from the Borrower within five Business Days after notice of such proposed assignment of a Revolving Credit Commitment or Revolving Credit Loan has been delivered to the Borrower) and (y) to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under Person which, through its Lending Offices, is not capable of lending the Refinancing Revolving Facility applicable Alternative Currencies to a Revolving Credit Lender or Refinancing Revolving Lenderthe Borrower without the imposition of any additional Indemnified Taxes.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) and subsection (j) 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 (1) 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 (2) such assignment is to a LenderLender (or, with respect to any assignment of any Term Loans, such assignment is 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date);
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Loan A Commitment, Incremental Term Loan Commitment, Domestic Revolving Credit Loan Commitment or Loan in respect of a Refinancing Global Revolving Facility Commitment if such assignment is to a Person that is not a Lender (other than to a Person that is an Affiliate of a Lender) with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect Commitment subject to such Lender assignment and (ii) the Term Loan A or (2) any Incremental Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuing Lenders (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Domestic Revolving Credit Facility and Refinancing Commitment if such assignment is to a Person that is not a Domestic Revolving Facility; provided that no Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(D) the consent of the L/C Issuers and the Swing Line Lender FCI Issuing Lenders in their sole discretion shall be required for any assignment (other than any assignment to the Foreign Trade Facility Agent) after the Effective Date that increases the obligation of a the assignee to participate in exposure under one or more FCIs or Joint Signature FCIs (whether or not then outstanding);
(E) the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Domestic Revolving Credit Commitment or Revolving Credit Loan if such assignment is to a Person that is not a Domestic Revolving Credit Lender, an Affiliate of such Lender or a Refinancing Revolving Commitment an Approved Fund with respect to such Lender; and
(F) the consent of the Foreign Trade Facility Agent (such consent not to be unreasonably withheld or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender delayed) shall be required for all assignments in respect of any Bilateral FCI Issuing Commitments, Participation FCI Issuing Commitments or Refinancing Revolving LenderParticipation FCI Commitment.
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Ba)(ii) 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 (1x) an no Event of Default under Section 8.01(a)Sections 7.1.1, (f7.1.4(a) or (g) 7.1.6 has occurred and is continuing at the time of such assignment, or (2y) such assignment is to a LenderLender Party, an Affiliate of a Lender Party or an Approved Fundto any Federal Reserve Bank as collateral security pursuant to Regulation AxX of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; 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 provided, further, further that notwithstanding in the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to case of an assignment to any a Lender if Party or an Affiliate of a Lender Party, so long as no Event of Default or a Prepayment Event has occurred and is continuing at the time of such Lender was previously identified assignment, such assignment shall be made in consultation with the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateBorrower;
(Bii) 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility the Commitments if such assignment is to a Person that is not (i) a Lender with Party with, prior to the effectiveness of the assignment, a Commitment in respect of Revolving Credit Commitments, the applicable Letter of Credit Facility or Refinancing Facility, the Swing Line Facility or (ii) 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 FundParty, unless in the case of this clause (2), such assignment is to any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Section 10.06(f) belowRegulation AxX of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; and
(Ciii) the consent of each of the L/C Issuers Issuing Bank and the Swing Line Lender Bank (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no Commitments unless such assignment is to an Affiliate of a Lender Party or any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Regulation AxX of the L/C Issuers F.R.S. Board and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderOperating Circular issued by such Federal Reserve Bank.
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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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 1 contract
Required Consents. No Subject to Section 14.02(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by US Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the US Loan Party or US Loan Parties that are party thereto, in each case with the written consent of the US Required Lenders; provided that no such agreement shall be required for effective if the effect thereof would:
(i) increase the US Commitment of any assignment US Lender without the written consent of such US Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the US Commitment of any US Lender);
(ii) reduce the principal amount or premium, if any, of any US Loan (except in connection with a payment contemplated by clause (ix) below) or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(f)), or reduce any US Commitment Fees payable hereunder, or change the form or currency of payment of any US Obligation, without the written consent of each US Lender directly affected thereby (it being understood that any amendment or modification to the extent financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));
(iii) (A) change the scheduled final maturity of any US Loan, or any scheduled date of payment (or permitted prepayment) of any US Loan, (B) postpone the date for payment of any interest, premium or fees that constitute US Obligations payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(f)), or (D) postpone the scheduled date of expiration of any US Commitment beyond the Maturity Date, in any case, without the written consent of each US Lender directly affected thereby;
(iv) increase the maximum duration of Interest Periods in respect of US Eurodollar Borrowings hereunder, without the written consent of each US Lender directly affected thereby;
(v) permit the assignment or delegation by US Borrower of any of its rights or obligations under any Loan Document, without the written consent of each US Lender;
(vi) release Holdings or any other Guarantor from its guarantee of the Guaranteed Obligations in respect of US Obligations, or limit its liability in respect of such guarantee, without the written consent of each US Lender;
(vii) change Section 12.04 without the written consent of each US Lender;
(viii) change Section 2.17(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required by subsection thereby or any other provision in a manner that would alter the pro rata allocation among the US Lenders of US Loan disbursements, including the requirements of Sections 2.02(a) and 2.20(d), without the written consent of each Lender directly affected thereby;
(b)(i)(Bix) change any provision of this Section and14.02(b) or Section 14.02(c), without the written consent of each US Lender directly affected thereby;
(x) change the percentage set forth in the definition of “US Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of US Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each US Lender, other than to increase such percentage or number or to give any additional US Lender or group of US Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(xi) subordinate the US Obligations to any other obligation, without the written consent of each US Lender;
(xii) change or waive any provision of Article XIV as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in additioneach case without the written consent of the Administrative Agent; or
(xiii) change or waive any provision hereof relating to Swingline Loans (including the definition of “Swingline Commitment”), without the written consent of each Swingline Lender. Notwithstanding anything to the contrary herein:
(A) no US Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall US Lender would be required unless under clause (1) an Event of Default under Section 8.01(ai), (fii) or (giii) has occurred and is continuing at in the time of such assignment, or (2) 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 proviso to the Administrative Agent within ten Business Days after having received notice thereoffirst sentence of this Section 14.02(b); and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;and
(B) the consent of any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by US Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) without the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not any US Lender) solely to be unreasonably withheld cure a defect or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendererror.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection subclause (b)(i)(B) of this Section and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) in the case of an assignment of a Term Loan only, such assignment is to a Term Lender, an Affiliate of a Term Lender or an Approved FundFund of a Term Lender; provided that each request for the consent of the Borrower hereunder shall also be deemed provided to have consented to any such assignment unless it shall object thereto by written notice the designated employee of Summit Partners designated in writing to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed from time to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datetime;
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments required, unless, in respect the case of (1) any Commitmentan assignment of Term Loans, Revolving Credit Loan Commitments or Loan in respect of a Refinancing Revolving Facility if Credit Loans, such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided, however, that the consent of the Administrative Agent shall not be required for any assignment pursuant to Section 10.07(m) or (2) any Term Loan to an Affiliated Lender, or a Person that is not a upon effectiveness of an assignment would be an Affiliated Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and10.07(h);
(C3) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any in the case of an assignment in respect of the Revolving Credit Facility and Refinancing Commitments or Revolving FacilityCredit Loans; provided that no and
(4) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any in the case of an assignment of a Revolving Credit Commitment Commitments or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderLoans.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, 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:
(Ai) with respect to any assignment of a Revolving Commitment, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an a Specified Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignmentassignment or (2) such assignment is to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender and (ii) with respect to any assignment of a Term Loan (or a Term Loan Commitment), the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Specified Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that that, in each case, 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Term Loan Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityCommitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers Issuer and the each Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the any Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCommitment.
Appears in 1 contract
Samples: Credit Agreement (Spirit AeroSystems 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 Company (such consent not to be unreasonably withheld or delayed) shall be required for an assignment to any Person unless (1) 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 (2) such assignment is to a Lender, an Affiliate of a Lender or Lender, an Approved Fund, or solely with respect to the assignment of a Term Loan, the Company, an Affiliated Lender or a Subsidiary of the Company (each Person with respect to whom such Company consent has been received, or is not required under clause (1) or clause (2) of this sentence, an “Eligible Assignee”); provided that if a prospective assignee (x) is not a commercial bank, finance company, insurance company, financial institution or fund (a “Non-Financial Entity”), the Borrower Company shall be deemed to be acting reasonably in withholding its consent if such person is a direct or indirect competitor of the Company as notified by the Company to the Administrative Agent within five Business Days after being informed of the identity of such Non-Financial Entity or (y) is a Defaulting Lender or a Lender that is a non-consenting Lender that the Company is at such time permitted to replace pursuant to Section 10.01 or otherwise is a Lender that the Company is at such time permitted to replace pursuant to Section 10.12, the Company shall be deemed to be acting reasonably in withholding its consent; provided, further, that solely with respect to an assignment of any Term Loans, the 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Lender; provided that the Administrative Agent shall be deemed to be acting reasonably in withholding its consent to a Person prospective assignee that is not a Defaulting Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility(whether or not then outstanding); provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of a Revolving Credit Commitment the assignee to participate in exposure under one or Revolving Credit Loan to a Revolving Credit Lender more Swing Line Loans (whether or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).
Appears in 1 contract
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 Parent Borrower (such consent not to be unreasonably withheld or delayed; provided, that the Parent Borrower shall use reasonable efforts to approve or disapprove such assignment within ten (10) Business Days after receipt of a written request for approval, together with reasonably sufficient information to evaluate the potential assignee (including, if reasonably requested, financial information) and a failure to approve or disapprove in such ten (10) Business Day period shall be deemed to mean that the assignment is approved) shall be required for any assignment unless (1) 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 (2) such the assignment is to a Lender, an Affiliate of a such 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility Loans and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCommitments.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment assignment, except to the extent required by subsection clause (b)(i)(Bii) of this paragraph (c) or paragraph (a) of this Section 11.2 and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1A) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2B) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Revolving Commitments if such assignment is to a Person that is not a Lender with a Revolving Commitment, or (ii) any Revolving Credit Loan to a Person that is not a Revolving Lender;
(iii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or Loan delayed) shall be required for assignments in respect of a Refinancing (i) any Commitment of any Class (other than any Revolving Facility Commitment) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facilitysuch Class, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan (other than any Revolving Loan) to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(Civ) the consent of each of the L/C Issuers and the Swing Line Issuing Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment (whether or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.not then outstanding;
Appears in 1 contract
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) unless an Event of Default pursuant to Section 8.01(a) or (f) has occurred and is continuing at the time of an assignment, the consent of the Top Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless for assignments in respect of (1) a Term Commitment or Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the same Facility, an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time Affiliate of such assignment, Lender or an Approved Fund with respect to such Lender or (2) such assignment except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to Section 2.18, any Term Loan or (following the termination of the Revolving Commitments) any Revolving Loan to a Person that is to not a Lender, an Affiliate of a Lender or an Approved FundFund with respect to a Lender; provided that the Borrower that, with respect to an assignment of Term Loans, such 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 Top Borrower has not responded within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided receipt by the Arrangers to the Top Borrower and reviewed and approved of notice by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateAdministrative Agent;
(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 Commitment, a Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment or Loans in respect of the applicable Facility or Refinancing same Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to Section 2.18, any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant Fund with respect to Section 10.06(f) below; anda Lender;
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) Issuer shall be required for any assignment in respect of the any Revolving Credit Facility and Refinancing Revolving Facility; provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment in respect of a any Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.
Appears in 1 contract
Samples: Credit Agreement (Pursuit Attractions & Hospitality, 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 (1) 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 (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, (y) 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, and (2z) any Term Loan if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant Fund with respect to Section 10.06(f) below; anda Lender;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increased the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility(whether or not then outstanding); provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.Commitment; and
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 9.4(b)(i)(B) of this and Section 9.4(j) and, in addition:
(A) the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) 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 (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the U.S. Borrower shall be deemed to have consented to any such assignment unless it shall object have objected thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Loan A Commitment, any Incremental Term Loan Commitment (including any 2023 Incremental Term Loan Commitment) or any Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender (other than to a Person that is an Affiliate of a Lender) with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect Commitment subject to such Lender or assignment and (2ii) any portion of the Term Loan A or any Incremental Term Loan (including 2023 Incremental Term Loan) to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuing Lenders (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Commitment if such assignment is to a Person that is not a Revolving Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(D) [reserved];
(E) the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Credit Commitment or Revolving Credit Loan if such assignment is to a Person that is not a Revolving Credit Lender, an Affiliate of such Lender or a Refinancing Revolving Commitment an Approved Fund with respect to such Lender; and
(F) the consent of the Foreign Trade Facility Agent (such consent not to be unreasonably withheld or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderdelayed) shall be required for all assignments in respect of any FCI Issuing Commitments.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Asset or interest therein as to which (b)(i)(Bi) an assignment or transfer thereof or an attempt to make such an assignment or transfer without a consent (a “Required Consent”) would constitute a breach or violation thereof or of this Section andapplicable Law, in addition:
(A) or would adversely affect the consent of the Borrower (such consent not rights or obligations thereunder to be unreasonably withheld assigned or delayedtransferred to or for the account of Purchaser and (ii) all such Required Consents shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to not 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund been obtained with respect to such Lender Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by Sellers of any such Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), such assignment is pursuant to Section 10.06(f) below; and
and any assumption by Purchaser of any corresponding Assumed Liability (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each casea “Delayed Liability”), such consent not to be unreasonably withheld or delayed) shall be required for any assignment made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Sellers shall use their reasonable best efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Revolving Credit Facility Closing, and Refinancing Revolving Facility; provided that shall obtain such Required Consents without any further cost to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, (a) Sellers shall hold the Delayed Asset on behalf of Purchaser, (b) Sellers shall cooperate with Purchaser for no consent additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Sellers as Purchaser’s agent) to provide Purchaser with all of the L/C Issuers benefits of or under any such Delayed Asset, (c) to the extent of any benefits received by or for the account of Purchaser under clause (b) above, Purchaser shall assume and perform any corresponding Delayed Liabilities and (d) Sellers shall otherwise enforce and perform for the Swing Line Lender account of Purchaser and as directed by Purchaser any other rights of Seller arising from such Delayed Asset. At such time and on each occasion after the Closing Date as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by Sellers to Purchaser for no additional consideration, and all corresponding Delayed Liabilities shall be required simultaneously assumed by Purchaser, without the need for any assignment further act on the part of a Revolving Credit Commitment any party. For the avoidance of doubt, nothing in this Section 1.5 shall prohibit the Sellers or Revolving Credit Loan Purchaser from terminating this Agreement under Section 11.1.3 in the event that one or more of the counter-parties to a Revolving Credit Lender the Contracts listed in Schedule 7.1.11 do not provide their either verbal or a Refinancing Revolving Commitment written consent to assign to Purchaser the existing Contact(s) between such counter-parties and Pinnacle or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCFT, as applicable.
Appears in 1 contract
Samples: Asset Purchase Agreement (UniTek Global Services, 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 (1) 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 (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund (in the case of an assignment in respect of the Revolving Credit Facility to an Affiliate of a Lender or an Approved Fund, such Affiliate of a Lender or Approved Fund has demonstrated sufficient resources to comply with its obligations hereunder); 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 1 contract
Samples: Credit Agreement (NGA Holdco, 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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing an Incremental Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Incremental Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing an Incremental Revolving Commitment or Loan under the Refinancing Incremental Revolving Facility to a Revolving Credit Lender or Refinancing Incremental Revolving Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except Subject to the extent required by subsection Section 10.02(c) and (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 (1) an Event of Default under Section 8.01(ae), neither this Agreement nor any other Loan Document (fincluding the Escrow Agreement) nor the Intercreditor Agreement nor any provision hereof or (g) has occurred and is continuing at the time of such assignmentthereof may be waived, amended, supplemented or (2) such assignment is to a Lendermodified except, 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Administrative Agent or, in the case of any other Loan Document (2including the Escrow Agreement) or the Intercreditor Agreement, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document or the Intercreditor Agreement), the Disbursement Agent (in the case of the Disbursement Agreement) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such assignment is agreement shall be effective if the effect thereof would:
(i) increase the Tranche B Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Tranche B Commitment of any Lender);
(ii) reduce the principal amount or premium, if any, of any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 10.06(f) below; and
(C) 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that (A) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii) and (B) no consent of any other Person other than such Lender directly affected thereby shall be required in connection with such actions);
(iii) (A) change the L/C Issuers and scheduled final maturity of any Loan, or any scheduled date of payment (or permitted prepayment) of or the Swing Line Lender installment otherwise due on the principal amount of any Loan under Section 2.09, or (B) change the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(c)), in each case, such without the written consent not to of each Lender directly affected thereby (and no consent of any other Person shall be unreasonably withheld required);
(iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;
(v) permit the assignment or delayeddelegation by Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender (provided that a merger or consolidation that is otherwise permitted by the Loan Documents (regardless of which person is the survivor thereof) shall not be required for any considered an assignment or delegation);
(vi) release all or substantially all of the Guarantors from their Guarantee (except as expressly provided in Article VII), or limit liability of all or substantially all the Guarantors in respect of their Guarantee, without the Revolving Credit Facility written consent of each Lender;
(vii) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender (it being understood that Indebtedness incurred under Section 6.01(f) or consented to by the Required Lenders may be equally and Refinancing Revolving Facilityratably secured by the Collateral with the then existing Secured Obligations under the Security Documents) and Indebtedness under Section 6.01(f) may be secured on a first out or first priority basis to the Obligations;
(viii) change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Section 2.02(a), without the written consent of each Lender directly affected thereby; provided that no modifications to Section 2.14(b), (c) or (d) or any other provision requiring pro rata payments or sharing of payments in connection with any amendment to this Agreement to add one or more additional credit facilities (including credit facilities which share ratably in such payments and any prepayment of the Obligations) to this Agreement (including by extensions of maturities of existing Loans), shall only require approval (to the extent any such approval is otherwise required) of the Required Lenders;
(ix) change any provision of this Section 10.02(b) or (c), without the written consent of each Lender directly affected thereby (except for additional restrictions on amendments or waivers for Indebtedness incurred under Section 6.01(f) or consented to by the Required Lenders);
(x) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(xi) change or waive the application of prepayments of Loans of any Class set forth in Section 2.10(i) to the remaining scheduled amortization payments to be made thereon under Section 2.09, without the written consent of the L/C Issuers Required Lenders; or
(xii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent. Notwithstanding anything to the contrary herein, (i) any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by Borrower and the Swing Line Lender Administrative Agent (without the consent of any Lender) solely to cure a defect or error, or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property or to make modifications which are not materially adverse to the Lenders and are required by Gaming Authorities and (ii) such amendment shall become effective without any further consent of any other party to such Loan Document. Notwithstanding anything to the contrary herein, additional extensions of credit consented to by Required Lenders shall be required for any assignment permitted hereunder on a ratable basis with the existing Loans (including as to proceeds of, and sharing in the benefits of, Collateral and sharing of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderpre-payments).
Appears in 1 contract
Samples: Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
Required Consents. No consent shall be required for any assignment except Subject to the extent required by subsection 9.08(c) and (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 (1) an Event of Default under Section 8.01(ad), neither this Agreement nor any other Loan Document (f) other than the Agent’s Fee Letter, which may be amended, waived, supplemented or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided otherwise modified by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to parties thereto) nor any provision hereof or thereof may be unreasonably withheld waived, amended, supplemented or delayed) in writing on or prior to the Closing Date;
(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 Commitmentmodified except, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders (provided that any such waiver, amendment, supplement or modification solely affecting the Lenders of a Tranche (other than any such waiver, amendment, supplement or modification requiring the consent of each Lender, each Lender directly affected thereby, or any individual Lender) shall only require the written consent of the applicable Majority Lenders); provided that no such agreement shall be effective if the effect thereof would:
(i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default shall constitute an increase in the Commitment of any Lender);
(ii) reduce the principal amount or premium, if any, of any Term Loan (except in connection with a payment contemplated by clause (2)viii) below) or reduce the rate of interest thereon, such assignment is including any provision establishing a minimum rate (other than interest pursuant to Section 10.06(f2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));
(iii) belowSubject to Section 2.19, (A) change the scheduled final maturity of any Term Loan, or any scheduled date of payment (or permitted prepayment) of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, (B) postpone the date for payment of any interest, premium or fees payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(c)), in each case, without the written consent of each Lender directly affected thereby;
(iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;
(v) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;
(vi) release the Guarantors from their Guarantee to the extent such agreement would effect a release of all or substantially all of the value of the Guarantees (except as expressly provided in the Guarantee and Collateral Agreement), or limit the Guarantors’ liability in respect of such Guarantee, without the written consent of each Lender;
(vii) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender;
(viii) change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Term Loan disbursements, including the requirements of Sections 2.02(a), without the written consent of each Lender directly affected thereby;
(ix) change any provision of this Section 9.08(b) or Section 9.08(c) or (d), without the written consent of each Lender directly affected thereby;
(x) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(xi) subordinate the Obligations to any other obligation, without the written consent of each Lender; or
(xii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent. Notwithstanding anything to the contrary herein:
(I) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required under clause (i), (ii) or (iii) in the proviso to the first sentence of this Section 9.08(b); and
(CII) any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (without the consent of each any Lender) solely to cure a defect or error, or to grant a new Lien for the benefit of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld Secured Parties or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facilityextend an existing Lien over additional property; provided that no in the case of an amendment to cure a defect or error, the Administrative Agent shall notify the Lenders at least five Business Days prior to such amendment becoming effective;
(III) the Borrower, the Administrative Agent and each Incremental Term Loan Lender may, in accordance with the provisions of Section 2.18 enter into an Increase Joinder, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Incremental Term Loan Lender of such Increase Joinder, such Increase Joinder may thereafter only be modified in accordance with the requirements of this Section 9.08; and
(IV) with the written consent of the L/C Issuers Administrative Agent, the Borrower and the Swing Line Lender Refinancing Term Loan Lenders, this Agreement and the other Loan Documents shall be required for amended (or amended and restated) in connection with any assignment of a Revolving Credit Commitment or Revolving Credit Loan refinancing facilities permitted pursuant to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderSection 2.20.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.06(b)(i)(B) of this Section and, and in addition:
(A) the consent of the Borrower Ultimate Parent (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g8.01(f) has occurred and is continuing at the time of such assignment, assignment or (2) in the case of any assignment after the Closing Date, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, in each case that is not a Non-Qualifying Lender; provided that in the Borrower case of any assignment after the Closing Date, Ultimate Parent 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;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 (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender. The parties hereto acknowledge and agree that (x) the Administrative Agent shall have no duty or obligation to ascertain whether any Lender is a Non-Qualifying Lender or with respect to obtaining (2or confirming the receipt) of any written consent of Ultimate Parent to any assignment to a Non-Qualifying Lender, any such duty and obligation being solely with the assigning Lender and the assignee, and (y) the Administrative Agent may rely upon, and shall incur no liability therefor, any determination by Ultimate Parent, any Lender or any prospective Lender as to whether any Person is a Non-Qualifying Lender (and, in connection with any proposed assignment, may require confirmation by Ultimate Parent as to Ultimate Parent’s determination whether the proposed assignee is a Non-Qualifying Lender prior to accepting any such assignment for recordation in the Register). The Borrower consents to the assignments and transfers of rights and obligations permitted under and made in accordance with this Section 11.06(b). The Borrower and Actavis SCS agree and confirm that each of their guarantee and/or indemnity obligations (as applicable) under the Loan Documents granted by each of them in support of their respective borrowing obligations, guarantee and/or indemnity obligations (as applicable) under the Loan Documents will continue notwithstanding any assignment or transfer under this Section 11.06(b) and will extend to cover and support obligations transferred or assigned and owed to new Lenders that have been assigned to pursuant to this Section 11.06(b) and the Lenders hereby expressly accept and confirm for the purposes of article 1278 and 1281 of the Luxembourg civil code that notwithstanding any assignment, transfer and/or novation under this Section 11.06(b) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) guarantee shall be required preserved for the benefit of any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving new Lender.
Appears in 1 contract
Samples: Bridge Loan Credit and Guaranty Agreement (Warner Chilcott LTD)
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 Borrowing Agent (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrowing Agent 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, provided further that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower Borrowing Agent shall be deemed to have consented to an assignment be reasonable in withholding its consent to any Lender if such Lender was previously identified assignment in the initial allocations respect of the Loans provided by Singapore Term Loan Facility if the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval proposed assignment is not to be unreasonably withheld a commercial bank organized under the laws of the Republic of Singapore or delayed) in writing on or prior to a Singapore-authorized branch of a commercial bank organized under the Closing Datelaws of a jurisdiction other than Singapore;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Term Loan Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and C-BA Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit or Bankers’ Acceptances (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 1 contract
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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing an Incremental Revolving Facility Credit LoanFacility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderIntentionally Left Blank.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.6(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 (1x) a Default or an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2y) 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 notwithstanding the foregoing, Borrower’s consent to any transfer made to an Eligible Syndication Transferee shall not be required during the 30 day primary syndication of the Facilities (which, for the avoidance of doubt, shall constitute the period following commencing on the Closing Date, Date and ending on the Borrower shall be deemed first date on which each of EWB and CNB has been able to have consented reduce the amount of its respective Commitments to an assignment amount not exceeding Twenty Million Dollars ($20,000,000), in each case, by means of one or more assignments to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datenew Lenders);
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) the Revolving Facility or any Commitment, Revolving Credit unfunded Commitments with respect to the Term Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers Issuing Lender and the Swing Line Swingline Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender Borrower shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender direct competitor of Borrower, unless a Default or a Refinancing Revolving Commitment or Loan under Event of Default exists at the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendertime of such assignment.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Ba)(ii) 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 (1x) an Event of Default under Section 8.01(a), (f) or (g) a Prepayment Event has occurred and is continuing at the time of such assignment, or (2y) such assignment is to a LenderLender Party, an Affiliate of a Lender Party or an Approved Fundto any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; 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 provided, further, further that notwithstanding in the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to case of an assignment to any a Lender if Party or an Affiliate of a Lender Party, so long as no Event of Default or a Prepayment Event has occurred and is continuing at the time of such Lender was previously identified assignment, such assignment shall be made in consultation with the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateBorrower;
(Bii) 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility the Commitments if such assignment is to a Person that is not (i) a Lender with Party with, prior to the effectiveness of the assignment, a Commitment in respect of Revolving Credit Commitments, the applicable Letter of Credit Facility or Refinancing Facility, the Swing Line Facility or (ii) 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 FundParty, unless in the case of this clause (2), such assignment is to any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Section 10.06(f) belowRegulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; and
(Ciii) the consent of each of the L/C Issuers Issuing Bank and the Swing Line Lender Bank (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no Commitments unless such assignment is to an Affiliate of a Lender Party or any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Regulation A of the L/C Issuers F.R.S. Board and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderOperating Circular issued by such Federal Reserve Bank.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to (a) To the extent required by subsection (b)(i)(B) of this Section and, that the consents and approvals set forth in addition:
(A) the consent Schedule 4.4 and Schedule 4.11 of the Borrower (such consent Disclosure Schedule are not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a)obtained by Seller, (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoingSeller will, during the 30 sixty (60) day period following commencing with the Closing Date, use reasonable efforts, at its own expense, to obtain such consents or approvals. Purchaser shall reasonably cooperate with Seller to obtain such consents or approvals. Without limiting the Borrower generality or effect of any provision of this Agreement, to the extent that any Contract to be transferred pursuant to the terms of this Agreement is not capable of being transferred without such consent or approval, nothing in this Agreement shall be deemed to have consented to an assignment constitute a transfer or attempted transfer thereof.
(b) To the extent that any of the consents and approvals set forth in Schedule 4.4 and Schedule 4.11 of the Disclosure Schedule are not obtained by Seller, Seller will, during the 60-day period commencing with the Closing Date or such longer period as Purchaser may reasonably request (but, as to any Lender if such Lender was previously identified in particular Contract, not longer than the initial allocations term thereof), use commercially reasonable efforts with costs and expenses of Seller related thereto to be borne by Seller to (i) provide to Purchaser, at the request of Purchaser, the benefits (and the burdens) of the Loans provided by related Contract, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits (and burdens) to Purchaser without incurring any obligation to any other person or entity other than to provide such benefits to Purchaser, and (iii) enforce, at the Arrangers to request of Purchaser for the Borrower and reviewed and approved by account of Purchaser, any rights of Seller arising from the Borrower (such approval not to be unreasonably withheld or delayed) related Contract. Purchaser shall reasonably cooperate with Seller in writing on or prior to connection with the Closing Date;
(B) foregoing. At 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate end of such Lender 60-day period (or an Approved Fund such longer period as Purchaser may reasonably request), Seller will have no further obligations hereunder with respect to any such Lender Contract and the failure to obtain any required consent or (2) any Term Loan to approval with respect thereto will not be a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case breach of this clause (2)Agreement; provided, such assignment is that nothing contained in this Section 11.2(b) shall affect the liability of Seller, if any, pursuant to Section 10.06(fthis Agreement for having failed to disclose the need for such consent or approval in Schedule 4.4 or Schedule 4.11 or to use reasonable efforts in accordance with the provisions hereof to obtain such required consent or approval. Provided (and for so long as) below; and
(C) the consent of each Purchaser receives substantially all of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect benefits of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent related Contract not transferred to Purchaser hereunder, Purchaser shall perform the obligations of Seller under or in connection with such Contract for the benefit of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment other party or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderparties thereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Echo Global Logistics, 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 prior written consent of the Borrower Company (such consent consentin its sole discretion prior to the expiry of the Certain Funds Period and thereafter following the expiry of the Certain Funds Period, not to be unreasonably withheld or delayed) shall be required unless unless:
(1) following the expiry of the Certain Funds Period, an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or assignment or;
(2) following the expiry of the Certain Funds Period, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; or
(3) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund hereunder as of the date hereof (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice prior to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding expiry of the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to Certain Funds Period an assignment to any a Lender, an Affiliate of a Lender if such Lender was previously identified in the initial allocations or an Approved Fund hereunder as of the Loans provided by date hereof shall require the Arrangers to prior written consent of the Borrower and reviewed and approved by the Borrower Company (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;)); 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityCommitment 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility(whether or not then outstanding); provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Commitment if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Commitment, an Affiliate of such Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility an Approved Fund with respect to a Revolving Credit Lender or Refinancing Revolving such Lender.. #89182136v12
Appears in 1 contract
Samples: 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 (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing an Incremental Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Incremental Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing an Incremental Revolving Commitment or Loan under the Refinancing Incremental Revolving Facility to a Revolving Credit Lender or Refinancing Incremental Revolving Lender.
Appears in 1 contract
Required Consents. No Subject to Section 10.02(c) and (d), neither this Agreement nor any other Loan Document (other than Letters of Credit) nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document), the Mortgage Trustee (in the case of the Mortgage Trust Agreement or any Trust Documents (as defined in the Mortgage Trust Agreement)) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be required for effective if the effect thereof would:
(i) increase the Commitment of any assignment except Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender);
(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the extent financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this subclause (ii));
(iii) (A) change the scheduled final maturity of any Loan, (B) postpone the date for payment of any Reimbursement Obligation or any interest or fees payable hereunder, (C) change the amount of, waive or excuse any payment of principal of any Loan or at any other amount referred to in the preceding clause (A) or (B) (other than waiver of any increase in the interest rate pursuant to Section 2.06(c)), or (D) postpone the scheduled date of expiration of any Commitment or any Letter of Credit beyond the Maturity Date, in any case, without the written consent of each Lender directly affected thereby;
(iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;
(v) except as permitted under Section 6.05, permit the assignment or delegation by Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;
(vi) release all or substantially all of the Subsidiary Guarantors from their Guarantee (except as expressly provided in Article VII), or limit their liability in respect of such Guarantee, without the written consent of each Lender;
(vii) except as expressly provided in this Agreement or the applicable Loan Document, release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender;
(viii) change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required by subsection thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Sections 2.02(a) and 2.18(d), without the written consent of each Lender directly affected thereby;
(b)(i)(Bix) change any provision of this Section and10.02(b) or Section 10.02(c) or (d), without the written consent of each Lender directly affected thereby;
(x) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(xi) [Reserved];
(xii) [Reserved];
(xiii) subordinate payment of the Obligations to any other Indebtedness, without the written consent of each Lender;
(xiv) change or waive any provision of this Article X as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in addition:each case without the written consent of such Agent;
(Axv) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Borrower Administrative Agent and the Issuing Bank;
(such xvi) [Reserved];
(xvii) expressly change or waive any condition precedent in Section 4.02 to any Credit Extension without the written consent of the Required Lenders (it being understood that the waiver of any Default or the amendment, waiver or other modification of any representation, warranty, covenant or other provision of the Loan Documents (other than Section 4.02 hereof) effected in accordance with the terms of this Section 10.02 shall not require the separate consent of the Required Lenders); or
(xviii) expressly change or waive any provision of this ARTICLE X as the same applies to Mortgage Trustee or any other provision hereof as the same applies to the rights or obligations of Mortgage Trustee, in each case which would adversely affect the Mortgage Trustee and its rights or obligations without the written consent of the Mortgage Trustee (not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under ). Notwithstanding anything to the contrary contained in this Section 8.01(a)10.02, (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 if the Administrative Agent and the Loan Parties shall have jointly identified an obvious error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the applicable Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within ten five Business Days after having received following receipt of notice thereof; and provided. Furthermore, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers anything to the Borrower contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and reviewed and approved any amendment, waiver or consent which by its terms requires the Borrower (such approval not to consent of all Lenders or each affected Lender may be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) effected with the consent of the Administrative Agent Lenders other than Defaulting Lender), except that (such x) the Commitment of any Defaulting Lender may not be increased or extended without the consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or and (2y) any Term Loan to a Person that is not a Lenderwaiver, an Affiliate of a Lender amendment or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) modification requiring the consent of all Lenders or each of affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Defaulting Lender.
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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 (1) an Event of Default under Section 8.01(a10.1(a) or Section 10.1(f), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) 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 an assignment (including any such assignment consent required under subsection (b)(i)(B) of this Section) unless it shall object have objected thereto by written notice (including via e-mail) to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and provided, further, that notwithstanding thereof from the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateAdministrative Agent;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility; provided that no (whether or not then outstanding);
(D) the consent of the L/C Issuers and Swing Loan Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Swing Line Lender Loans (whether or not then outstanding); and
(E) the consent of the FILO Agent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.FILO Loan;
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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 (1) an Event of Default under Section Sections 8.01(a), (b) (with respect to covenants under Article VII only), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is to a Lender (other than an assignment of a Revolving Credit Commitment to a Lender that is not a Revolving Lender), an Affiliate of a such Lender or an Approved Fund; provided that that, (x) in the case of an assignment in respect of the Term Facility, 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 (y) in the case of an assignment in respect of the Revolving Credit Facility, the Borrower shall use its reasonable best efforts to consent or object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
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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 (1) an Event of a Specified Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is of a Term B Loan, Incremental Term B Loan or Permitted Refinancing Term Loan that is a term B loan to a Lender, an Affiliate of a Lender or an Approved FundFund or (3) such assignment is of any Loan or Commitment (other than a Term B Loan, Incremental Term B Loan or Permitted Refinancing Term Loan that is a term B loan or Commitment in respect thereof), to a Lender under the Revolving Credit Facility, either Term A Facility or the Performance Letter of Credit Facility, an Affiliate of such a Lender or an Approved Fund with respect to 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 five (5) Business Days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, Borrower's consent shall not be required during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations primary syndication of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateFacilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any unfunded Term Commitment, any Performance Letter of Credit Commitment or any Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers under the Revolving Credit Facility and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no and
(D) the consent of the L/C Issuers and under the Swing Line Lender Performance Letter of Credit Facility (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving the Performance Letter of Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.
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Samples: Credit Agreement (Kbr, 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 (1) 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 (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (each, an “Eligible Assignee”); provided that if a prospective assignee is not a commercial bank, finance company, insurance company, financial institution or fund (a “Non-Financial Entity”), the Borrower Company shall be deemed to have consented to any be acting reasonably in withholding its consent if such assignment unless it shall object thereto person is a direct or indirect competitor of the Company as notified by written notice the Company to the Administrative Agent within ten five Business Days after having received notice thereof; and provided, further, being informed of the identity of such Non-Financial Entity or (y) is an Impacted Lender or a Lender that notwithstanding is a non-consenting Lender that the foregoing, during Company is at such time permitted to replace pursuant to Section 10.01 or otherwise is a Lender that the 30 day period following the Closing DateCompany is at such time permitted to replace pursuant to Section 10.12, the Borrower Company shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified be acting reasonably in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datewithholding its consent;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Lender; provided that the Administrative Agent shall be deemed to be acting reasonably in withholding its consent to a Person prospective assignee that is not a an Impacted Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility(whether or not then outstanding); provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of a Revolving Credit Commitment the assignee to participate in exposure under one or Revolving Credit Loan to a Revolving Credit Lender more Swing Line Loans (whether or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).
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Required Consents. No Subject to Section 10.02(c), (d), (e) and (g), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document (other than the Fee Letters, each of which may be amended in accordance with its respective terms), pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Credit Party or Credit Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be required effective if the effect thereof would be to:
(i) increase the Commitment of any Lender without the written consent of such Lender (but not, for the avoidance of doubt, the Required Lenders) (other than with respect to any assignment Incremental Facilities to which such Lender has agreed) (it being understood that no amendment, modification, termination, waiver or consent with respect to any financial definitions, ratios (including in connection with incurrence tests), condition precedent, covenant, mandatory prepayment or Default or Event of Default shall constitute an increase in the Commitment of any Lender);
(ii) reduce the principal amount of or premium, if any, on any Loan or LC Disbursement or reduce the rate of interest thereon, including any provision establishing a minimum rate or reduce any fees (including any Fees or any prepayment fee or premium) payable hereunder, without the written consent of each Lender directly and adversely affected thereby but not the Required Lenders (in each case, it being understood that any waiver, extension or reduction of interest pursuant to Section 2.06(c), any amendment, modification, waivers or extensions of mandatory prepayments, waivers of the provisions of Section 2.20(f), any amendment or modification to the financial definitions or ratios (including, those used in calculating any interest rate or fee (or component definition thereof), any amendment, modification or waiver of a conditions precedent, or any amendment, modification or waiver of a Default or Event of Default, in each case, in this Agreement shall not constitute a reduction in the rate of interest, any fee, principal or premium for purposes of this clause (ii));
(iii) (A) extend the scheduled final maturity of any Term Loan, or any scheduled date of payment of principal amount of any Term Loan under Section 2.09 (other than, for the avoidance of doubt, any mandatory prepayment) except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, (B) postpone the date for payment of any Reimbursement Obligation or any interest, premium or fees payable hereunder, or (C) postpone the scheduled date of expiration of any Revolving Commitment or date of repayment of any Revolving Loans, in each case, beyond the Revolving Maturity Date, except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, in any case, without the written consent of each Lender directly and adversely affected thereby (but not the Required Lenders) (other than, in each case of (A) - (C), amendments, modifications or waivers of conditions precedent, default interest, Defaults or Events of Default, amendments, modifications, waivers or extension of any mandatory prepayments, for the avoidance of doubt, waivers of the provisions of Section 2.20(f) or to the extent required resulting from any amendment, modification or waiver of a financial definition, ratio or covenant);
(iv) release Holdings or the Borrower or release all or substantially all of the value of the Subsidiary Guarantors from their Guarantees (except as expressly provided in Article IX or X), without the written consent of each Lender;
(v) release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent of each Lender (except as otherwise expressly permitted by subsection Section 9.10(a)(i) or Section 10.02(c)(iii) (b)(i)(Bother than clause (iv) thereof) or by the Security Documents); provided that, for the avoidance of doubt, any transaction permitted under Section 6.04 or Section 6.05 shall not be subject to this clause (v) to the extent such transaction does not result in the release of all or substantially all of the Collateral;
(vi) change any provision of this Section and10.02(b) that has the effect of decreasing the number of Lenders that must approve any amendment, modification or waiver (or the approval of any Agent or Issuing Bank), without the written consent of each Lender (or, as applicable, such Agent or Issuing Bank);
(vii) decrease the percentage set forth in the definition of “Required Lenders” or “Required Revolving Lenders”, without the written consent of each Lender (or each Lender of the applicable Class, as the case may be), other than to increase such percentage or number or to give any Additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(viii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in addition:each case without the written consent of such Agent;
(Aix) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agent and the Issuing Banks; or
(x) make any change or amendment, including without limitation any amendment of this Section 10.02(b)(x), which shall unless in writing and signed by the Issuing Banks in addition to the Lenders required above, adversely affect the rights or duties of the Issuing Banks under this Agreement or any document relating to any Letter of Credit issued or to be issued by it. provided that, notwithstanding the foregoing, this Agreement may be amended to make any change that by its terms only affects the rights and duties of Lenders holding Loans or Commitments of a particular Class (and not Lenders holding Loans or Commitments of any other Class) with the consent of the Borrower (Lenders holding the relevant Loans or Commitments voting as if such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at Class were the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fundonly Class hereunder; 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 provided, further, that notwithstanding the foregoing, during any repricing transaction whereby the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment Applicable Margin or other interest rate applicable to any Loans, Tranches or Classes is reduced, shall require only the consent of Lenders that will continue to hold commitments and/or Loans of the applicable Tranche or Class after giving effect to such transaction. Notwithstanding anything herein to the contrary, (I) no Defaulting Lender if shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender was previously identified would be required under clause (i), (ii) or (iii) in the initial allocations of the Loans provided by the Arrangers proviso to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayedfirst sentence of this Section 10.02(b) in writing on or prior and, but only to the Closing Date;
extent that any such matter disproportionately affects such Defaulting Lender, clauses (Biv) or (v) of such proviso, (II) this Agreement and any other Loan Document may be amended, modified or supplemented solely with the consent of the Administrative Agent (or the Collateral Agent, as applicable) and the Borrower, each in their sole discretion, without the need to obtain the consent of any other Lender, if such consent not amendment, modification or supplement is delivered in order to be unreasonably withheld (w) cure ambiguities, defects, errors, mistakes, omissions or delayed) shall be required for assignments in respect of (1) to effect any Commitment, Revolving Credit Loan or Loan in respect administrative change of a technical, administrative or immaterial nature in this Agreement or the applicable Loan Document, (x) add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent) in connection with any Incremental Facility, Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Refinancing Term Loans (or Refinancing Term Commitments), Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility Loans (or Refinancing FacilityRevolving Loan Commitments) or Permitted Debt Exchange Notes, an Affiliate (y) create a fungible Class of such Lender or an Approved Fund Term Loans (including by increasing (but, for the avoidance of doubt, not by decreasing) the amount of amortization due and payable with respect to such Lender any Class of Term Loans) or (2z) amend, modify supplement or otherwise consent to any Term change with respect to the Loan Documents (or this Agreement) to the extent contemplated by Section 1.04 in connection with any Tax Change or change in GAAP in accordance with the terms thereof (provided that, at the election of the Administrative Agent in its sole discretion, except to the extent otherwise required to be entered into pursuant to this Agreement (including, without limitation, Section 9.10), any amendment described in clauses (w) through (z) shall not become effective unless the Lenders have received at least three (3) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within three (3) Business Days of the date of such notice to the Lenders, a Person written notice from the Required Lenders stating that is not a Lenderthe Required Lenders object to such amendment) or, an Affiliate of a Lender or an Approved Fund, unless in the case of any applicable Intercreditor Agreement (or any other intercreditor agreement and/or subordination agreement pursuant to, or contemplated by, the terms of this clause Credit Agreement (2), such assignment is including with respect to Indebtedness not prohibited pursuant to Section 10.06(f6.01 and defined terms referenced therein)), if such amendment relates to obligations other than the Obligations hereunder, or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property and (III) below; and
(C) this Agreement and the other Loan Documents may be amended, modified or supplemented solely with the consent of the Administrative Agent (or the Collateral Agent, as applicable) and the Borrower in order to give effect to the appointment of an Additional Borrower in accordance with Section 2.24. Any waiver, amendment, supplement or modification in accordance with this Section 10.02 shall apply equally to each of the L/C Issuers affected Lenders and shall be binding upon Holdings, the Borrower, such Lenders, the Administrative Agent, the Collateral Agent and all future holders of the affected Loans. In the case of any such waiver, Holdings, the Borrower, the Lenders, the Administrative Agent and the Swing Line Lender (in each caseCollateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, such consent not and any Default or Event of Default so waived shall be deemed to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility cured and Refinancing Revolving Facility; provided not continuing, it being understood that no consent such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the L/C Issuers and foregoing provisions, the Swing Line Lender Administrative Agent may, but shall be required for have no obligation to, with the concurrence of any assignment Lender, execute amendments, modifications, waivers or consents on behalf of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Lender.
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Required Consents. No consent Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Assets or interests therein as to which (i) an assignment or transfer thereof or an attempt to make such an assignment or transfer without a Consent (a “Required Consent”) would constitute a breach or violation thereof or of Applicable Law, or would adversely affect the rights or obligations thereunder to be assigned or transferred to or for the account of Purchaser and (ii) such Required Consent shall not have been obtained with respect to such Assets or interests therein prior to the Closing. Any transfer or assignment to Purchaser by Sellers of any such Asset or interest therein (a “Delayed Asset”), shall be required made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, each Seller whose Seller’s Assets include a Delayed Asset shall use its best efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, each Seller whose Seller’s Assets include a Delayed Asset (a) shall hold the Delayed Asset on behalf of Purchaser, (b) shall cooperate with Purchaser for no additional consideration in any assignment except lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) requested by Purchaser to provide Purchaser with all of the extent required benefits of or under any such Delayed Asset and (c) shall otherwise enforce and perform for the account of Purchaser and as directed by subsection Purchaser any other rights and obligations of such Seller arising from such Delayed Asset (b)(i)(B) and not waive, alter or amend any of this Section and, in addition:
(A) same without the consent of Purchaser). Each Seller whose Seller’s Assets include a Delayed Asset shall comply with its obligations under this Agreement and to maintain its corporate or other existence until all obligations pursuant to this Section and otherwise herein are performed in full and all Delayed Assets are transferred and assigned hereunder. At such time and on each occasion after the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is Closing Date as all Required Consents with respect to a LenderDelayed Asset have been obtained, an Affiliate such Delayed Asset shall automatically be transferred and assigned by the applicable Seller to Purchaser (or, at Purchaser’s direction) for no additional consideration without any further act on the part of a Lender or an Approved Fund; provided that any Party. In the Borrower shall be deemed event all Required Consents are not obtained, and/or good title to have consented to any such assignment unless it shall object thereto all Delayed Assets are not received, by written notice to the Administrative Agent Purchaser, within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following thirty (30) days of the Closing Date, the Borrower applicable Sellers with Delayed Assets and Purchaser shall in good faith determine a reduction in the number of Common Shares and/or Cash Consideration issuable at to the applicable Sellers to take into account the decrease in the value of the Assets created by such failure to obtain all Required Consents and to deliver all Delayed Assets (a “Reduction”), and the applicable Sellers shall return the certificates and other documents evidencing the Common Shares and/or Cash Consideration subject to such Reduction (based on the Agreed Share Value) for cancellation and re-issuance and shall further take whatever actions necessary or requested to affect such Reduction.”
(d) Section 4.1(a) of the Purchase Agreement shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified amended, restated and superseded in the initial allocations of the Loans provided its entirety by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to following Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.4.1(a):
Appears in 1 contract
Required Consents. No consent 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 (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a10.02(c), (f) neither this Agreement nor any other Loan Document nor any provision hereof or (g) has occurred and is continuing at the time of such assignmentthereof may be waived, amended, supplemented or (2) such assignment is to a Lendermodified except, 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (2or, in the case of any amendment that by its express terms affects solely a particular Class of Commitments or Loans, the Required Class Lenders of such Class) or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Revolving Administrative Agent (if applicable), the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, if any, in each case with the written consent of the Required Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (xi), (xv) and (xvii) below, which shall only require the consent of the Required Class Lenders under the applicable Class or Classes, as applicable, (and not the Required Lenders) and (y) with respect to any amendment or waiver contemplated in clauses (i), (ii), (viii), (ix), (x), (xiv) or (xvi), which shall only require the consent of the applicable Lenders or applicable Agents, in each case, expressly set forth therein and not the Required Lenders) (or by the Agents with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be; provided, that no such assignment is agreement shall be effective if the effect thereof would:
(i) increase the Commitment of any Lender without the written consent of such Xxxxxx (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default shall constitute an increase in the Commitment of any Lender);
(ii) reduce the principal amount or extend the final scheduled date of maturity of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 10.06(f2.06(b)) below; andor premium applicable thereto (including under Section 2.09(e)), reduce any fees, extend the timing of any payments or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement or the amendment, modification, termination, waiver or consent with respect to any Default, Event of Default or of any mandatory prepayment set forth in Section 2.09 (including the component definitions used with respect to any mandatory prepayment set forth in such Section, including the definitions of Asset Sales, Casualty Events, Debt Issuances, Excess Proceeds, Net Cash Proceeds, Specified Equity Cure Contribution and Excess Cash Flow) shall not constitute a reduction in the rate of interest, premium or fees or a reduction in the principal amount of any Loan, an extension of the timing of any payment or an extension of the final scheduled date of maturity of any Loan for purposes of this clause (ii));
(Ciii) [reserved];
(iv) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;
(v) release Guarantors comprising all or substantially all of the value of the Guarantee from their Guarantee (except as expressly provided in Article VII), or limit their liability in respect of such Guarantee, without the written consent of each Lender;
(vi) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender;
(vii) change Section 2.13(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender directly and adversely affected thereby;
(viii) change (x) the definition of “Revolver Payment Priority Principles” or (y) any provision of Section 1.11, Section 8.03, this Section 10.02(b) or Section 10.02(c), in each case, without the written consent of each Lender directly and adversely affected thereby;
(ix) change the percentage set forth in the definition of “Required Lenders”, “Required Revolving Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (in the case of the definition of “Required Lenders”) or each Revolving Lender (in the case of the definition of “Required Revolving Lenders”), as applicable, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(x) change or waive any provision of Article X as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent; or
(xi) this Agreement in a manner that adversely affects any particular Class as compared to all other Classes of Loans, without the consent of the Required Class Lenders of such adversely affected Class. ;
(xii) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Revolving Administrative Agent and the Issuing Bank;
(xiii) make any change or amendment which shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any document relating to any Letter of Credit issued or to be issued by it;
(xiv) waive, amend or modify (i) any condition precedent set forth in Section 4.03 hereof as it pertains to any Revolving Credit Loan or (ii) the Springing Covenant or any definition related thereto (solely in respect of the use of such defined terms in the Springing Covenant) or waive any Default or Event of Default resulting from a failure to perform or observe the Springing Covenant, in each case, without the consent of the Required Revolving Lenders;
(xv) waive, amend or modify any condition precedent set forth in Section 4.02 hereof as it pertains to any Delayed Draw Term Loan without the consent of the Required Class Lenders with respect to the Delayed Draw Term Loan Commitments;
(xvi) other than, subject to Section 1.11(e), in connection with any “debtor in possession” financing, subordinate (x) the Obligations in right of payment to any other Indebtedness of any Loan Party or (y) the liens securing the Obligations on any Collateral to liens on such Collateral securing other Indebtedness of any Loan Party, in each case, without the consent of each Lender directly and adversely affected thereby, unless, solely in the case of any subordination with respect to any Term Loan, the applicable Term Lender is offered a bona fide opportunity to participate on a ratable basis in such transaction on the same terms (other than with respect to any backstop fees, arrangement fees and reimbursement of counsel fees and other expenses) and conditions as the other lenders in such transaction; or
(xvii) amend, waive or otherwise modify any term or provision which directly affects Lenders under one or more Class of Loans or Commitments and does not directly affect Lenders under any other Class without the consent of the L/C Issuers Required Class Lenders; provided that to the extent any such amendment, waiver or modification solely with respect to such Class of Loans or Commitments is of the type that would require the consent of each directly and adversely affected lender pursuant to clauses (i) through (ix) above, then no such amendment, waiver or modification shall be effective without the consent of each directly and adversely affected lender in such Class. Notwithstanding anything to the contrary herein, the Loan Parties, the Lender Representative, the Administrative Agent and the Swing Line Lender Collateral Agent shall negotiate in good faith to amend this Agreement and any other Loan Documents (in each case, such consent not x) to be unreasonably withheld or delayed) shall be required provide for any assignment in respect the implementation of the a Permitted Revolving Credit Facility and Refinancing Revolving Facility; provided that no (y) to implement any Structure Xxxxxxx.xx Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of the L/C Issuers and the Swing Line such Lender shall would be required for under clause (i) or (ii) in the proviso to the first sentence of this Section 10.02(b) and, solely to the extent that any assignment such matter disproportionately affects such Defaulting Lender, clause (vii) of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendersuch proviso.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 11.5 and, in addition:
(A) the written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under described in Section 8.01(a9.1(a), (c) (to the extent resulting from a failure to comply with the financial covenants set forth in Section 8.8), (f) or (g) has shall have occurred and is continuing at the time of such assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) such assignment is during the period commencing on the FirstThird Amendment Effective Date and ending on the date that is ninety (90) days following the FirstThird Amendment Effective Date in connection with the primary syndication of the Loans to institutions previously approved by the Borrower; 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility commitments under revolving credit facilities and unfunded commitments under term loan facilities if such assignment is to a Person that is not a Lender with a Commitment commitment in respect of the applicable Facility or Refinancing Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any a funded Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuing Bank (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Commitment; and
(D) the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a any Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCommitment.
Appears in 1 contract
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 Company (such consent not to be unreasonably withheld or delayed; provided that it shall not be unreasonable for the Company to refuse consent to any Person that is not engaged in the making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business) shall be required unless (1) an Event of Default under pursuant to Section 8.01(a), (f8.01(f) or (g8.01(g) has occurred and is continuing at the time of such assignment, assignment or (2) 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 Agent, in the case of the Term B-1 Loans, within ten five (5) Business Days after having received notice thereof; , and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations case of the Term A-1 Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower or Revolving Credit Commitments, within eight (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date8) 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 (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 1 contract
Samples: Credit Agreement (WEX Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.07(b)(i)(B) of this Section and, in additionand the following:
(A) the consent of the Borrower upon not less than ten (10) Business Days’ prior written notice from the assigning Lender to the Borrower of the proposed assignment, the amount of such assigning Xxxxxx’s Commitment and Revolving Loans that will be so assigned and the Person that is proposed to receive such assignment (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an a Specified Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) any other Event of Default has occurred and is continuing that has not been cured to the satisfaction of the Lenders or waived within thirty (30) days of occurrence; (3) such assignment is made to a Lender, an existing Lender or an Affiliate of a Lender the assigning Lender, or (4) such assignment is made to an Pre-Approved FundLender; provided provided, that if the Borrower shall be deemed to have consented to any does not reject such assignment unless it shall object thereto by written notice to the Administrative Agent or otherwise respond within such ten (10) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing DateDay period, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Dateassignment;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed, it being acknowledged that a failure of any new lender to clear the Administrative Agent’s KYC process shall be deemed reasonable) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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 such Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent with respect to assignments of Revolving Loans and/or Commitments, each of the L/C Issuers and the Swing Line Lender Issuing Bank (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender).
Appears in 1 contract
Samples: Credit Agreement (Hornbeck Offshore Services Inc /La)
Required Consents. No Subject to Sections 10.02(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Borrowers and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and Borrower or Borrowers that are party thereto, in each case with the written consent of the Required Lenders (it being agreed, subject to the following proviso, that the Administrative Agent’s consent is not required if any such waiver, amendment, supplement or modification is executed by Required Lenders); provided that no such agreement shall be required for effective if the effect thereof would:
(i) increase the Commitment of any assignment Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Commitment of any Lender);
(ii) reduce the principal amount or premium, if any, of any Loan (except in connection with a payment contemplated by clause (vii) below) or reduce the rate of interest thereon including any provision establishing a minimum rate (other than interest pursuant to Section 2.06(b)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the extent financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));
(iii) (A) change the scheduled final maturity of any Loan, (B) postpone the date for payment of any interest, premium, if any, or fees payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(b)), or (D) postpone the scheduled date of expiration of any Commitment beyond the Commitment Termination Date, in any case, without the written consent of each Lender directly affected thereby;
(iv) permit the assignment or delegation by any Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;
(v) release all or a substantial portion of the Collateral from the Liens of the Security Documents (except in accordance with Section 9.11 or Section 10.17) or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender;
(vi) change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required by subsection thereby or any other provision in each of the foregoing cases in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Sections 2.02(a), without the written consent of each Lender directly affected thereby;
(b)(i)(Bvii) change any provision of this Section and10.02(b) or Section 10.02(c), without the written consent of each Lender directly affected thereby;
(viii) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(ix) subordinate the Obligations to any other obligation, without the written consent of each Lender;
(x) change or waive any provision of Article X as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in addition:
(A) each case without the written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundAdministrative Agent; 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;or
(Bxi) change any provision of Section 10.03(a) without the written consent of the Administrative Agent (such consent not to be unreasonably withheld withheld). Notwithstanding anything to the contrary herein:
(I) no Defaulting Lender shall have any right to approve or delayed) shall be required for assignments in respect of (1) disapprove any Commitmentamendment, Revolving Credit Loan waiver or Loan in respect of a Refinancing Revolving Facility if such assignment is consent hereunder, except to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate extent the consent of such Lender or an Approved Fund with respect to such Lender would be required under clause (i), (ii) or (2iii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case proviso to the first sentence of this clause (2Section 10.02(b), such assignment is pursuant to Section 10.06(f) below; and
(CII) any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by Borrowers and the Administrative Agent (without the consent of each any Lender) solely to cure a defect or error, or to grant a new Lien for the benefit of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld Secured Parties or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderextend an existing Lien over additional property.
Appears in 1 contract
Samples: Dip 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:
except: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing shall exist at the time of such assignment, assignment or (2y) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) any Commitment, a Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Lender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (2y) any a Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender applicable Issuing Bank (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Commitment; and (D) except as provided in Section 12.5.(b)(i)(A), the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and Administrative Agent and, so long as no Event of Default shall exist, the Swing Line Lender Borrower (each such consent not to be unreasonably withheld or delayed), shall be required for any assignment of a Revolving Credit Commitment (or, if the Commitments are not then in effect or Revolving Credit Loan in the case of Term Loans, the principal outstanding balance of the Loans of such Class), which is less than $5,000,000 in an aggregate amount (unless such amount represents the entire amount of the assigning Xxxxxx’s Commitment or, if the Commitments are not then in effect or in the case of Term Loans, the entire amount of all Loans of such Class at the time owing to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under it); provided that the Refinancing Revolving Facility Borrower shall be deemed to a Revolving Credit Lender or Refinancing Revolving Lender.have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof. - 115 - LEGAL02/44384586v6
Appears in 1 contract
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; provided that the Borrower will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) 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 is made by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, an Arranger during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations primary syndication of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateFacilities;
(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 Term A Commitment, Revolving Credit Loan Commitment or Loan in respect of a Refinancing Revolving Facility Credit Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause Fund or (2), 3) any Revolving Credit Commitment or Revolving Credit Loans if such assignment is pursuant to Section 10.06(f) belowa Term A Lender that is not also a Revolving Credit Lender; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender and L/C Issuer (in each case, such consent not to be unreasonably withheld or delayed; provided that the Swing Line Lender and L/C Issuer will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 1 contract
Samples: Credit Agreement (Ashland 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 (1) 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 (2) 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Loan Commitment, Incremental Term Loan Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityCommitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and;
(C) the consent of each of the L/C Issuers and Issuer, including the Swing Line Lender institutions included pursuant to clause (in each cased) of the definition thereof, (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility(whether or not then outstanding); provided that no and
(D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Commitment if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Commitment, an Affiliate of such Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility an Approved Fund with respect to a Revolving Credit Lender or Refinancing Revolving such Lender.
Appears in 1 contract
Samples: Credit Agreement (Aegion Corp)
Required Consents. No consent shall be required for any assignment except Subject to the extent required by subsection Section 14.02(c) and (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 (1) an Event of Default under Section 8.01(ad), (f) and Section 2.11(c), neither this Agreement nor any other Loan Document nor any provision hereof or (g) has occurred and is continuing at the time of such assignmentthereof may be waived, amended, supplemented or (2) such assignment is to a Lendermodified except, 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2)Agreement, such assignment is pursuant to Section 10.06(f) below; and
(C) an agreement or agreements in writing entered into by US Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the US Loan Party or US Loan Parties that are party thereto, in each case with the written consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving FacilityUS Required Lenders; provided that no such agreement shall be effective if the effect thereof would:
(i) increase the US Commitment of any US Lender without the written consent of such US Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the L/C Issuers US Commitment of any US Lender);
(ii) reduce the principal amount or premium, if any, of any US Loan (except in connection with a payment contemplated by clause (ix) below) or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(f)), or reduce any US Commitment Fees payable hereunder, or change the form or currency of payment of any US Obligation, without the written consent of each US Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));
(iii) (A) change the scheduled final maturity of any US Loan, or any scheduled date of payment (or permitted prepayment) of any US Loan, (B) postpone the date for payment of any interest, premium or fees that constitute US Obligations payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(f)), or (D) postpone the scheduled date of expiration of any US Commitment beyond the Maturity Date, in any case, without the written consent of each US Lender directly affected thereby;
(iv) increase the maximum duration of Interest Periods in respect of US Eurodollar Borrowings hereunder, without the written consent of each US Lender directly affected thereby;
(v) permit the assignment or delegation by US Borrower of any of its rights or obligations under any Loan Document, without the written consent of each US Lender;
(vi) release Holdings or any other Guarantor from its guarantee of the Guaranteed Obligations in respect of US Obligations, or limit its liability in respect of such guarantee, without the written consent of each US Lender;
(vii) change Section 12.04 without the written consent of each US Lender;
(viii) change Section 2.17(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the US Lenders of US Loan disbursements, including the requirements of SectionsSection 2.02(a) and 2.20(d), without the Swing Line written consent of each Lender shall be required for directly affected thereby or change the last sentence of Section 2.08 without the written consent of each Lender; (ix) change any assignment provision of a Revolving Credit Commitment this Section 14.02(b) or Revolving Credit Loan to a Revolving Credit Section 14.02(c), without the written consent of each US Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.directly affected thereby;
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(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 (1) an Event of Default under Section 8.01(a), (f8.01(1) or (gSection 8.01(6) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent, or (2) in respect of an assignment of all or a portion of the Term Loans only, such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (3) in respect of an assignment of all or a portion of the Revolving Commitments under the Closing Date Revolving Facility only, such assignment is made to HPS (or its Affiliates or Approved Funds); provided that (x) in the Borrower’s discretion (as determined in good faith by the Borrower), consent for any Affiliate of a Disqualified Institution that is not a Disqualified Institution may be reasonably withheld and (y) the Borrower shall be deemed to have consented to any such assignment unless it shall object have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofof a failure to respond to such request for assignment; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower shall be deemed to have consented to required for an assignment of Loans pursuant to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower Section 10.07(h), (such approval not to be unreasonably withheld k) or delayed) in writing on or prior to the Closing Date(l);
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person Lender; provided that is not a Lender, no consent of the Administrative Agent shall be required for an Affiliate assignment of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is Loans pursuant to Section 10.06(f10.07 (h), (k) below; andor (l);
(C) the consent of each applicable Issuing Bank at the time of the L/C Issuers and the Swing Line Lender such assignment (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facilityrequired; provided that no consent of the L/C Issuers and applicable Issuing Bank shall be required for any assignment not related to Revolving Commitments or Revolving Exposure;
(D) the consent of each Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of a Swing Line Lender shall be required for any assignment of a not related to Revolving Credit Commitment Commitments or Revolving Credit Loan Exposure; and
(E) with respect to a assignments (but not, for the avoidance of doubt, participations) of any Commitments and Loans under the Revolving Credit Lender Facility, the consent of the Sponsor (so long as the Sponsor, the Co- Sponsors and their Affiliates hold, directly or indirectly, at least 50.0% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower) shall be required (such consent not to be unreasonably withheld or delayed) unless an Event of Default under Section 8.01(1) or Section 8.01(6) has occurred and is continuing at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent (it being understood that the Sponsor shall be an express third party beneficiary of the provisions in this Section 10.07(b)(iii)(E)); provided that no consent of the Sponsor shall be required if such assignment is made to HPS (or its Affiliates or Approved Funds) or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderregulated commercial bank.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.06(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Holdings (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved FundFund (other than an Approved Fund managed by a Defaulting Lender or Affiliate of a Defaulting Lender) or (3) such assignment is by an Arranger in connection with the initial syndication of the Facilities hereunder; provided that the Borrower Holdings 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Term A Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender (other than a Defaulting Lender) with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender (other than a Defaulting Lender) or an Approved Fund (other than an Approved Fund managed by a Defaulting Lender or Affiliate of a Defaulting Lender) with respect to such Lender (other than a Defaulting Lender) or (2) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each consents of the L/C Issuers Issuer and the Swing Line Lender (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.
Appears in 1 contract
Samples: Credit Agreement (ACCO BRANDS 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 Company (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (or, in the case of any assignment of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender), or (3) such assignment is during the primary syndication of the Loans and Commitments to Persons identified by the Administrative Agent to the Company and approved by the Company (acting reasonably) on or prior to the Restatement Effective 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 (10) Business Days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified thereof in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Dateaccordance with Section 11.02;
(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 Commitment, Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and
(C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of Revolving Commitments or any assignment that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment (whether or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).
Appears in 1 contract
Required Consents. No consent 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 (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a10.02(c), (f) neither this Agreement nor any other Loan Document nor any provision hereof or (g) has occurred and is continuing at the time of such assignmentthereof may be waived, amended, supplemented or (2) such assignment is to a Lendermodified except, 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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, unless in the case of this clause Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Revolving Administrative Agent (2if applicable), the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, if any, in each case with the written consent of the Required Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (xi), (xv) and (xvii) below, which shall only require the consent of the Required Class Lenders under the applicable Class or Classes, as applicable, (and not the Required Lenders) and (y) with respect to any amendment or waiver contemplated in clauses (i), (ii), (viii), (ix), (x), (xiv) or (xvi), which shall only require the consent of the applicable Lenders or applicable Agents, in each case, expressly set forth therein and not the Required Lenders) (or by the Agents with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be; provided, that no such assignment is agreement shall be effective if the effect thereof would:
(i) increase the Commitment of any Lender without the written consent of such Xxxxxx (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default shall constitute an increase in the Commitment of any Lender);
(ii) reduce the principal amount or extend the final scheduled date of maturity of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 10.06(f2.06(b)) below; andor premium applicable thereto), reduce any fees, extend the timing of any payments or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement or the amendment, modification, termination, waiver or consent with respect to any Default, Event of Default or of any mandatory prepayment set forth in Section 2.09 (including the component definitions used with respect to any mandatory prepayment set forth in such Section, including the definitions of Asset Sales, Casualty Events, Debt Issuances, Net Cash Proceeds, Equity Cure Contribution and Excess Cash Flow) shall not constitute a reduction in the rate of interest, premium or fees or a reduction in the principal amount of any Loan, an extension of the timing of any payment or an extension of the final scheduled date of maturity of any Loan for purposes of this clause (ii));
(Ciii) [reserved];
(iv) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;
(v) release Guarantors comprising all or substantially all of the value of the Guarantee from their Guarantee (except as expressly provided in Article VII), or limit their liability in respect of such Guarantee, without the written consent of each Lender;
(vi) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender;
(vii) change Section 2.13(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender directly and adversely affected thereby;
(viii) change (x) the definition of “Revolver Payment Priority Principles” or (y) any provision of Section 1.11, Section 8.03, this Section 10.02(b) or Section 10.02(c), in each case, without the written consent of each Lender directly and adversely affected thereby;
(ix) change the percentage set forth in the definition of “Required Lenders”, “Required Revolving Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (in the case of the definition of “Required Lenders”) or each Revolving Lender (in the case of the definition of “Required Revolving Lenders”), as applicable, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(x) change or waive any provision of Article X as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent;
(xi) this Agreement in a manner that adversely affects any particular Class as compared to all other Classes of Loans, without the consent of the Required Class Lenders of such adversely affected Class;
(xii) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Revolving Administrative Agent and the Issuing Bank;
(xiii) make any change or amendment which shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any document relating to any Letter of Credit issued or to be issued by it;
(xiv) waive, amend or modify (i) any condition precedent set forth in Section 4.03 hereof as it pertains to any Revolving Credit Loan or (ii) the Springing Covenant or any definition related thereto (solely in respect of the use of such defined terms in the Springing Covenant) or waive any Default or Event of Default resulting from a failure to perform or observe the Springing Covenant, in each case, without the consent of the Required Revolving Lenders;
(xv) waive, amend or modify any condition precedent set forth in Section 4.02 hereof as it pertains to any Delayed Draw Term Loan without the consent of the Required Class Lenders with respect to the Delayed Draw Term Loan Commitments;
(xvi) other than, subject to Section 1.11(e), in connection with any “debtor in possession” financing, subordinate (x) the Obligations in right of payment to any other Indebtedness of any Loan Party or (y) the liens securing the Obligations on any Collateral to liens on such Collateral securing other Indebtedness of any Loan Party, in each case, without the consent of each Lender directly and adversely affected thereby, unless, solely in the case of any subordination with respect to any Term Loan, the applicable Term Lender is offered a bona fide opportunity to participate on a ratable basis in such transaction on the same terms (other than with respect to any backstop fees, arrangement fees and reimbursement of counsel fees and other expenses) and conditions as the other lenders in such transaction; or
(xvii) amend, waive or otherwise modify any term or provision which directly affects Lenders under one or more Class of Loans or Commitments and does not directly affect Lenders under any other Class without the consent of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving FacilityRequired Class Lenders; provided that no to the extent any such amendment, waiver or modification solely with respect to such Class of Loans or Commitments is of the type that would require the consent of each directly and adversely affected lender pursuant to clauses (i) through (ix) above, then no such amendment, waiver or modification shall be effective without the L/C Issuers consent of each directly and adversely affected lender in such Class. Notwithstanding anything to the Swing Line contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required for under clause (i) or (ii) in the proviso to the first sentence of this Section 10.02(b) and, solely to the extent that any assignment such matter disproportionately affects such Defaulting Lender, clause (vii) of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendersuch proviso.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Purchased Asset or interest therein as to which: (b)(i)(Bi) an assignment or transfer thereof or an attempt to make such an assignment or transfer without a Consent (a “Required Consent”) would constitute a Breach of this Section andapplicable Law, in addition:
(A) would be ineffective or would adversely affect the consent of the Borrower (such consent not rights or obligations thereunder to be unreasonably withheld assigned or delayed) shall be required unless transferred to or for the account of Purchaser; and (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2ii) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Required Consent shall be deemed to not 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 provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;
(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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund been obtained with respect to such Lender Purchased Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by Seller of any such Purchased Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), and any assumption by Purchaser of any corresponding Assumed Liability (a “Delayed Liability”), shall be subject to all such assignment is pursuant Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Seller shall use its commercially reasonable efforts to Section 10.06(fobtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Seller, Purchaser or any of their respective Affiliates, and Purchaser shall reasonably cooperate with Seller in connection therewith. Until all Required Consents with respect to each Delayed Asset have been obtained: (i) belowSeller shall hold the Delayed Asset on behalf of Purchaser; and
(Cii) Seller shall cooperate with Purchaser for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) requested by Purchaser to provide Purchaser with all of the benefits of or under any such Delayed Asset; (iii) Seller shall otherwise enforce and perform for the account of Purchaser, and as directed by Purchaser, any other rights and obligations of Seller arising from such Delayed Asset (and not waive, alter or amend any of same without the consent of Purchaser); and (iv) Purchaser shall assume no Delayed Liability with respect to the Delayed Asset. Seller shall maintain its corporate or limited liability company existence until all of its obligations pursuant to this Section 1.1(e) are performed in full, and all Delayed Assets are transferred and assigned hereunder. At such time and on each of occasion after the L/C Issuers and the Swing Line Lender (in each caseClosing as all Required Consents with respect to a Delayed Asset have been obtained, such consent not Delayed Asset shall automatically be transferred and assigned by the applicable Seller to be unreasonably withheld or delayed) Purchaser for no additional consideration without any further act on the part of any Party. No Delayed Liability shall be required for any assignment assumed by Purchaser until the corresponding Delayed Asset has been transferred or assigned to Purchaser, as applicable, in respect accordance with the terms and conditions of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderthis Section 1.1(e).
Appears in 1 contract
Samples: Asset Purchase Agreement (Ranger Energy Services, Inc.)