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) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; (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 (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 18 contracts
Samples: Credit Agreement (Aar Corp), Credit Agreement (Aar Corp), Credit Agreement (Aar 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 withheldwithheld or delayed) shall be required unless (1) an 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 provided, further, that the Borrower shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment that increases the obligation of the assignee to participate in exposure under Swing Line Loans (whether or not then outstanding).
Appears in 12 contracts
Samples: Credit Agreement (Cole Credit Property Trust V, Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Credit Agreement (Cole Corporate Income Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(C) the consent of the L/C Issuer Issuers (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of Revolving Loans and Revolving Commitments.
Appears in 10 contracts
Samples: Credit Agreement (Energen Corp), Credit Agreement (Energen Corp), Credit Agreement (Energen 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) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender (other than any Defaulting Lender), an Affiliate of a Lender (other than any Defaulting 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 9 contracts
Samples: Credit Agreement (Dayton Power & Light Co), Credit Agreement (Dayton Power & Light Co), Credit Agreement (Dayton Power & Light Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(Cc) 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 (whether or not then outstanding); and
(Dd) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding).
Appears in 7 contracts
Samples: Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, 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 Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(B) the consent of the Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Commitment.
(C) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing exists 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 7 contracts
Samples: Fifth Amended and Restated Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.), Second Amendment to Fifth Amended and Restated Credit Agreement (LGI Homes, 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five fifteen (515) 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 if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 7 contracts
Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular 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 withheldwithheld or delayed) shall be required unless (1) an 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; 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender;; and
(C) the consent of the L/C Issuer Issuers (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 6 contracts
Samples: Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Corp /New/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(Cc) 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 6 contracts
Samples: Credit Agreement (Umh Properties, Inc.), Credit Agreement (Umh Properties, Inc.), Credit Agreement (Monmouth Real Estate Investment Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) A. the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1x) an Event of Default 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 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 five (5) Business Days after having received notice thereof;
(B) B. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(C) C. the consent consents of the L/C Issuer Issuing Bank and the Swingline Lender (such consent consents 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 or for any assignment in respect of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentRevolving Credit Facility.
Appears in 5 contracts
Samples: Credit Agreement (Scana Corp), Five Year Credit Agreement (Scana Corp), Credit Agreement (Scana 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 withheldwithheld or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer each Issuing Bank (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 Swingline Lender, if any, (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment that increases the obligation of the assignee to participate in exposure under Swingline Advances (whether or not then outstanding).
Appears in 5 contracts
Samples: Credit Agreement (Arizona Public Service Co), Credit Agreement (Arizona Public Service Co), Credit Agreement (Pinnacle West Capital 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) shall be required unless (1) an Event of Default has occurred and is continuing exists 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 five ten (510) 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 Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a LenderLender with a Commitment in respect of the applicable 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; 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 (whether or not then outstanding); and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Revolving Credit Facility.
Appears in 5 contracts
Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed, it being deemed reasonable on the part of the Borrower to withhold consent to any assignment that would cause the Borrower to incur additional costs under Section 3.01(a)) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to be a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 5 contracts
Samples: Credit Agreement (Piedmont Natural Gas Co Inc), Credit Agreement (Piedmont Natural Gas Co Inc), Credit Agreement (Piedmont Natural Gas Co Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed and to be given or denied within five (5) Business Days of written request therefor) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayeddelayed and to be given or denied within five (5) Business Days of written request therefor) shall be required if such assignment is to a Person that is not a LenderLender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(Cc) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayeddelayed and to be given or denied within five (5) Business Days of written request therefor) 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
(Dd) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayeddelayed and to be given or denied within five (5) Business Days of written request therefor) shall be required for any assignmentassignment that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding).
Appears in 5 contracts
Samples: Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 14.11(a)(i)(B) of this Section and, in addition:
(Aa) the consent of the Borrower Company (such consent not to be unreasonably withheld) shall be required unless (1x) an Event of Default 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 Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund;
(Cc) 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 (whether or not then outstanding); and
(Dd) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding).
Appears in 5 contracts
Samples: Credit Agreement (Arthur J. Gallagher & Co.), Multicurrency Credit Agreement (Gallagher Arthur J & Co), Multicurrency 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 11.06 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an Event of Default under Section 9.01(a), (b) or (f) 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Commitment in respect of the Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 5 contracts
Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B§15.1.1(a)(ii) of this Section and, in addition:
(Ai) the consent of the Borrower BGI (such consent not to be unreasonably withheld) shall be required unless (1) an 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 the Borrower BGI shall be deemed to have consented to any such assignment with respect to any Loan unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof;
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(Ciii) the consent of the L/C Issuer Issuing Bank (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
(Div) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 4 contracts
Samples: Senior Unsecured Revolving Credit Agreement (Barnes Group Inc), Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received written notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the each 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Hasbro, Inc.), Revolving Credit Agreement (Hasbro, Inc.), Revolving Credit Agreement (Hasbro, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five (5) Business Days after having received written notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Revolving Commitment if such assignment is to a Person that is not a LenderLender with a Commitment in respect of the applicable facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Incremental Term Loan to a Person that is not a Lender;, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the L/C Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation in respect 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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentRevolving Loans and Revolving Commitments.
Appears in 4 contracts
Samples: Credit Agreement (Silicon Laboratories Inc.), Credit Agreement (Silicon Laboratories Inc.), Credit Agreement (Silicon Laboratories 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) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 4 contracts
Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.8.2(i)(b) of this Section and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Issuing Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(Dc) the consent of the Swing Line Lender Administrative Agent (such which consent shall not to be unreasonably withheld or delayed) shall be required for any assignmentassignments to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund.
Appears in 4 contracts
Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five ten (510) Business Days after having received written notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the each 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 4 contracts
Samples: Credit Agreement (EQT Corp), Extension Agreement and First Amendment to Second Amended and Restated Credit Agreement (EQT Corp), Credit Agreement (EQT 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five ten (510) 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 if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers (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 applicable Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of any Applicable Facility.
Appears in 3 contracts
Samples: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Required Consents. No consent shall be required for any assignment 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) shall be required unless (1) an Event of Default 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 Lender, or an Approved Fund; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(C) the consent of the applicable 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
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 withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate Lender with a Commitment in respect of such Lender or an Approved Fund with respect to such Lenderfacility;
(C) the consent of the L/C Issuer Swingline Lender (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 Swingline Loans (whether or not then outstanding); and
(D) the consent of the Issuing Bank (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Analogic Corp), Credit Agreement (Temple Inland Inc), Credit Agreement (Temple Inland Inc)
Required Consents. No consent shall be required for any assignment 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) shall be required unless (1) an Event of Default 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 Lender, or an Approved Fund; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five ten (510) 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 if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Industrial Income Trust Inc.), Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (DCT Industrial Trust Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received written notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an Event of Default pursuant to Article VII(a), (b), (h) or (i) 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 Fundassignment; 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuing Bank (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 Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of any Revolving Commitment.
Appears in 3 contracts
Samples: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Credit Agreement (Dole Food Co 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Credit Commitment if such assignment is to a Person that is not a LenderLender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Revolving Credit Facility.
Appears in 3 contracts
Samples: Credit Agreement (Standex International Corp/De/), Credit Agreement (Standex International Corp/De/), Credit Agreement (Standex International Corp/De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), Section 8.01(f) (with respect to the Borrower) or Section 8.01(g)(i) (with respect to the Borrower) has occurred and is continuing at the time of such assignment or assignment, (2) such assignment is to a Lender, an Affiliate of a Lender Lender, JPMCB or an Approved FundAffiliate of JPMCB or (3) such assignment is in connection with the primary syndication of the facility 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 five (5) 15 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender Lender, JPMCB or an Approved Fund with respect to such Lender;Affiliate of JPMCB; 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.;
Appears in 3 contracts
Samples: Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.), Revolving 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 10.6 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed; provided, that, during the Certain Funds Period, the Borrower may withhold such consent in its sole discretion unless a Certain Funds Event of Default is continuing) shall be required required, unless (1x) such assignment is permitted to be made pursuant to the syndication provisions of the Fee and Syndication Letter without requiring the consent of the Borrower, (y) an Event of Default (limited, during the Certain Funds Period, to a Certain Funds Event of Default) has occurred and is continuing at the time of such assignment or (2z) such assignment is to (1) a LenderLender or (2) following the Certain Funds Period, an Affiliate of a Lender or an Approved FundLender; provided that provided, that, following the Certain Funds Period 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 five (5) ten Business Days after having received notice thereof;; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: 364 Day Bridge Loan Agreement (Marsh & McLennan Companies, Inc.), 364 Day Bridge Loan Agreement, 364 Day Bridge Loan Agreement
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.10(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof; and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Credit if such assignment is to a Person that is not a LenderLender with a Revolving Credit Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (LTC Properties Inc), Credit Agreement (LTC Properties Inc), Credit Agreement (LTC Properties Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Potlatch (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 the Borrower Potlatch shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a LenderLender with a Commitment in respect of the Committed Loans, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 in respect of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)Committed Loans; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Committed Loans.
Appears in 3 contracts
Samples: Credit Agreement (Potlatchdeltic Corp), Credit Agreement (Potlatchdeltic Corp), Credit Agreement (Potlatch 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) shall be required unless (1) an 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 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 five ten (510) 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 if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (American Realty Capital Trust III, Inc.), Credit Agreement (American Realty Capital Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Ba)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuing Bank (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 Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (CBIZ, Inc.), Credit Agreement (CBIZ, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 13.12(a)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default described in Section 9.1(a), 9.1(j) or 9.1(k) hereof has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate (engaged in the business of making commercial loans) 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Credit if such assignment is to a Person that is not a LenderLender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; or
(C) the consent of the each 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.assignment that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding);
Appears in 2 contracts
Samples: Credit Agreement (J M SMUCKER Co), Revolving Credit Agreement (J M SMUCKER Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Credit if such assignment is to a Person that is not a LenderLender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) the Term Loans or the Incremental Term Loans (if any) to a Person who is not a Lender;, an Affiliate of a Lender or an Approved Fund; and
(Cc) 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Whitestone REIT Operating Partnership, L.P.), Credit Agreement (Whitestone REIT)
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 withheldwithheld or delayed) shall be required unless (1) an 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 provided, that if the Borrower fails to respond to a request for a consent to an assignment within five Business Days following the date such request is received by the Borrower, then 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 five (5) Business Days after having received notice thereofassignment;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment or any Revolving Loan if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund;
(C) the consent of the L/C Issuer Issuing Bank (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 Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Revolving Commitments.
Appears in 2 contracts
Samples: Ratification and Amendment Agreement (Cenveo, Inc), Credit Agreement (Cenveo, Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 13.14(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required (1) unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender an Eligible Assignee or an Approved Fund, or (z) in connection with a pledge made to a Federal Reserve Bank pursuant to Section 13.14(g) hereof; provided and (2) except under circumstances described in clause (1)(x) above for any assignment to a Competitor; 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 five ten (510) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, Lender with a Commitment or an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(C) under no circumstances shall any Lender assign any of its obligations hereunder or under the consent other Loan Documents to a Competitor unless an Event of the L/C Issuer Default has been in existence for more than ninety (such consent not to be unreasonably withheld or delayed90) 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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentcalendar days.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Overland Advantage), Revolving Credit Agreement (Overland Advantage)
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 11.8.2 and except for the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender) and, in addition:
(Aa) the consent of the Borrower Agent (such which consent shall not be required for an assignment by a Lender to be unreasonably withhelda Lender or an Affiliate of a Lender) shall be required unless (1x) an Event of Default 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 Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;; and
(Bb) the consent of each Issuing Lender and the Administrative Agent Swing Loan Lender (such which consent shall not to be unreasonably withheld or delayed) delayed and shall not be required if such for an assignment is by a Lender to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such a Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Refinancing Credit Agreement (Westinghouse Air Brake Technologies Corp), Revolving Credit Facility (Westinghouse Air Brake Technologies 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) ten Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such LenderFund;
(C) the consent of the L/C Issuer each Issuing Bank (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 Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment that increases the obligation of the assignee to participate in exposure under Swingline Loans.
Appears in 2 contracts
Samples: Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive 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 withheldwithheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or (in each case that is an NAIC Approved FundLender); 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 five (5) 10 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Reinsurance Group of America Inc), Credit Agreement (Reinsurance Group of America Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Aggregate Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Sheridan Group Inc), Credit Agreement (Sheridan 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, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at which has not been waived in writing by the time of such assignment Administrative Agent 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 five ten (510) 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 if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Nutri System Inc /De/), Credit Agreement (Nutri System Inc /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default has occurred and is continuing exists 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 five ten (510) 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 if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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; 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(C) the consent of the L/C Issuer Fronting Bank (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) of which the consent of Fronting Bank is the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentissuer.
Appears in 2 contracts
Samples: Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere 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 the last sentence of this subsection (b)(iii) and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) subject to the last sentence of this clause (iii), an 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 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 five (5) Business Days after having received notice thereof;
and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required; provided that the consent of the Administrative Agent is not required if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect Fund. Notwithstanding the foregoing, if an Event of Default, other than pursuant to such Lender;
(CSection 8.01(a) or Section 8.01(f), has occurred and is continuing, no assignments will be permitted to be made without the consent of the L/C Issuer (such Borrower, which consent shall not to be unreasonably withheld or delayed, other than to other Lenders, Affiliates of Lenders, Approved Funds, or other commercial banks or regulated financial institutions which are rated by (or whose direct or indirect parent are rated by) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one S&P, Xxxxx’x or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentFitch.
Appears in 2 contracts
Samples: 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.), 364 Day Credit and Guarantee Agreement (PayPal Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (PMC Commercial Trust /Tx)
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 Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of a Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; 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 five ten (510) Business Days after having received notice thereofthereof in accordance with Section 13.1;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Lender or Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C LC 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 Facility LCs (whether or not then outstanding); and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Cardinal Health Inc), Five Year Credit Agreement (Cardinal Health 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, and in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 the Borrower Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such LenderFund;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Invesco Ltd.), Credit Agreement (Invesco Ltd.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Equifax Inc), 364 Day Credit Agreement (Equifax 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers or the Existing L/C Issuers, as the case may be, (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Towers Watson Delaware Inc.), Credit Agreement (Towers Watson & Co.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheldwithheld or delayed and which shall be deemed given if the Lead Borrower has not responded to a request for such consent within seven (7) Business Days) shall be required unless (1) an a Default or 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 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 five (5) Business Days after having received notice thereof;and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the assignment of any Commitment.
Appears in 2 contracts
Samples: Credit Agreement (KOHLS Corp), Credit Agreement (KOHLS Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an Event of Default 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 proposed assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuing Bank (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Revolving Credit Facility.
Appears in 2 contracts
Samples: Credit Agreement (National Health Investors Inc), Credit Agreement (National Health Investors 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 and the New Vehicle Floorplan Operations Group within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers (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 applicable Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in the respective Applicable Facility.
Appears in 2 contracts
Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive 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 EWI (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 the Borrower EWI shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the applicable 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 (whether or not then outstanding); and
(D) the consent of the Swing Line applicable Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of a Revolving Commitment relating thereto.
Appears in 2 contracts
Samples: Credit Agreement (Euronet Worldwide, Inc.), Credit Agreement (Euronet Worldwide 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) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) a Revolving Commitment if such assignment is to a Person that is not a LenderLender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term B Loan to a Person that is not a Lender;, an Affiliate of a Lender, an Approved Fund or an ABRY 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) : A. the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(B) ; B. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Issuing Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) and C. the consent of the Swing Line Loan Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Ipalco Enterprises, Inc.), Credit Agreement (Dayton Power & Light Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of Revolving Loans and Revolving Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Triquint Semiconductor Inc), Credit Agreement (Innerworkings 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 (such consent not which, except in the case of an assignee that is considered by the Borrower to be a Competitor of any Loan Party or Affiliate thereof, shall not unreasonably withheldbe withheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof; and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the credit facility provided herein;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Textainer Group Holdings LTD), Credit Agreement (Textainer Group Holdings LTD)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bb)(i)(A)(2) of this Section above and, in addition:
, (x) in the case of assignments of Commitments or Letter of Credit Obligations: (A) the consent of the Borrower Applicants (such consent not to be unreasonably withheld) shall be required unless (1x) an Event of Default under Section 9.1(a), (b) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a LenderParticipant, an Affiliate of a Lender Participant or an Approved FundFund with regard to a Participant; provided that the Borrower an Applicant shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof;
; (B) the consent of the Administrative Agent and the Issuers (such consent consents not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a LenderParticipant, an Affiliate of such Lender Participant or an Approved Fund with respect to such Lender;
Participant; and (C) the consent of Barclays (in its capacity as, and solely to the L/C Issuer extent it is at the time of such assignment, an 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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Letter of Credit Agreement (McDermott International Inc), Letter of Credit Agreement (McDermott International Inc)
Required Consents. No consent shall be required for any such 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) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 such 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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Paa Natural Gas Storage Lp), Credit Agreement (Paa Natural Gas Storage Lp)
Required Consents. No consent shall be The only consents required for any assignment except to the extent shall be (x) those required by subsection (b)(i)(BSection 12.11(b)(i)(B) of this Section and, in addition(y) the following:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Committed Lender, an Affiliate of a Committed Lender or a Committed Lender that is a member of an Approved Fundexisting or new Lender Group that is under common management, administration, sponsorship or provision of liquidity with the assigning Committed Lender’s Lender Group or any of its Affiliates; provided 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 five (5) Business Days after having received notice thereof; and provided, further, that the Borrowers’ consent shall not be required during the primary syndication of the Credit Facility;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, Committed Lender with a Commitment or an Affiliate of such Lender or an Approved Fund with respect to such Committed Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Crescent Capital BDC, Inc.), Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(C) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment; and
(D) 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Wiley John & Sons, Inc.), Credit Agreement (Wiley John & Sons, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five ten (510) Business Days after having received notice thereof;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(Cc) 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 (whether or not then outstanding); and
(Dd) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding).
Appears in 2 contracts
Samples: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender;
(C) the consent of the each 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries 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 withheldwithheld or delayed) shall be required unless (1) an 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 the Borrower Company 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 five (5) 10 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the each 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Avnet Inc), Credit Agreement (Avnet Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, or an Affiliate of a Lender or an Approved FundLender; 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers (such consent not to be unreasonably withheld or delayed) shall be required for any assignment (i) to an assignee not then a Lender or (ii) that increases the obligation of the assignee that is then a Lender 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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.), Credit Agreement (Tri-State Generation & Transmission Association, 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) shall be required unless (1x) an Event of Default 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(C) the consent consents of each Issuing Bank and the L/C Issuer Swingline Lender (such consent consents 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 or for any assignment in respect of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentRevolving Credit Facility.
Appears in 2 contracts
Samples: Five Year Credit Agreement (South Carolina Electric & Gas Co), Five Year Credit Agreement (South Carolina Electric & Gas Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (STAG Industrial, Inc.), Credit Agreement (STAG Industrial, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section hereof and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed and if it is delayed more than five (5) Business Days it is deemed to be given) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayeddelayed and if it is delayed more than five (5) Business Days it is deemed to be given) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(Cc) 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 (whether or not then outstanding); and
(Dd) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment that increases the obligation of the assignee to participate in exposure under one or more Swingline loans (whether or not then outstanding).
Appears in 2 contracts
Samples: Multicurrency Credit Agreement, Credit Agreement (Jones Lang Lasalle 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof; and provided, further, that the Company’s consent shall not be required during the primary syndication of the Facilities;
(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 Revolving Commitment if such assignment is to a Person that is not a LenderLender with a Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender;, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the each L/C Issuer (such consent not to be unreasonably withheld or delayed) and the Swingline Lender shall be required for any assignment that increases the obligation in respect 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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentRevolving Facility.
Appears in 2 contracts
Samples: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics 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) shall be required unless (1x) an Event of Default 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a LenderLender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender;Fund; and
(C) the consent of the L/C Issuer Issuing Bank (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) , and the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Revolving Commitments.
Appears in 2 contracts
Samples: Revolving Credit Agreement (International Speedway Corp), Revolving Credit Agreement (International Speedway Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the applicable 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Equifax Inc), Credit Agreement (Equifax Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.8.2(i)(b) of this Section and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Issuing Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding);
(c) the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) shall be required for assignments to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(Dd) the consent of the Swing Line Loan Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment that increases the obligation of the assignee to participate in exposure under one or more Swing Loans (whether or not then outstanding).
Appears in 2 contracts
Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Equifax Inc), Credit Agreement (Equifax 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, and in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such LenderFund;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Samples: Credit Agreement (Invesco Ltd.), Credit Agreement (Invesco Ltd.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1x) an Event of Default 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a LenderLender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender;Fund; and
(C) the consent of the L/C Issuer Issuing Bank (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) , and the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (International Speedway Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a such Lender or an Approved Funda Lender; 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 five (5) ten Business Days after having received notice thereof;; 364-DAY CREDIT AGREEMENT
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitments or Advances if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the each Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Revolving Credit Commitments; and
(D) the consent of the Sub-Agent (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Swing Line Commitments.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section and, in addition:
(A) the The consent of the Borrower Borrowers (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 Borrowers shall be deemed to have consented to any such assignment unless it shall they object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the The consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the 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 (whether or not then outstanding); and
(D) the The consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Revolving Commitments.
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 withheldwithheld or delayed (it being understood that disapproval of a proposed assignee by the Borrower because an assignment to such assignee would require increased costs under Section 3.6, Section 3.8 or Section 3.9, or would require the Borrower to make any payments under Section 3.11 to such assignee in excess of those to the other Lenders under this Agreement or any other Credit Documents shall be deemed to be a reasonable exercise of the Borrower’s rights hereunder)) shall be required unless (1) an 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 if the Borrower shall be deemed to have consented to any such an assignment unless under this Section 11.3 if it shall object thereto by written notice to the Administrative Agent has not disapproved of an assignment in writing within five (5) Business Days after having received receipt of notice thereof;by the Administrative Agent.
(B) the consent acknowledgment of the Administrative Agent (such consent acknowledgment not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments in respect of any Loan to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentFund.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Amn Healthcare Services 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) shall be required unless (1x) an Event of Default 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(C) the consent consents of the L/C Issuer Issuing Bank and the Swingline Lender (such consent consents 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 or for any assignment in respect of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentRevolving Credit Facility.
Appears in 1 contract
Samples: Five Year Credit Agreement (South Carolina Electric & Gas Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) A. the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1x) an Event of Default 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 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 five (5) Business Days after having received notice thereof;
(B) B. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;; and
(C) C. the consent consents of each Issuing Bank and the L/C Issuer Swingline Lender (such consent consents 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 or for any assignment in respect of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentRevolving Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (South Carolina Electric & Gas Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 1 contract
Samples: Credit Agreement (Celadon 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 (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 13.7(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an Event of Default a Default, 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 five (5) Business Days after having received notice thereofthereof and provided that Bxxxxxxx’s consent shall not be required during the primary syndication of the Revolving Credit Facility;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Credit Facility if such assignment is to a Person that is not (i) a LenderLender with a Commitment in respect of such Revolving Credit Facility, (ii) an Affiliate of such Lender Lender, or (iii) an Approved Fund with respect to such Lender;; and
(C) the consent of the L/C LC Issuer (such consent not to be unreasonably withheld or delayed) and the Swingline Lender shall be required for any assignment that increases the obligation in respect of the assignee to participate in exposure under one or more Letters of Revolving Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentFacility.
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) shall be required unless (1) an Event of Default has occurred and is continuing at withheld or delayed on or after the time of such assignment or (2) such assignment is to a LenderClosing Date, an Affiliate of a Lender or an Approved Fundit being understood that the prior thereto the Borrower may withhold its consent in its discretion); provided that (x) the Borrower shall be deemed to have consented to any such assignment that occurs after the Closing Date unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;thereof and (y) no consent of the Borrower shall be required if (1) on or prior to the Closing Date, an Event of Default under Section 8.01(a) or (e) with respect to the Parent Borrower or the Subsidiary Borrower (if any) has occurred and is continuing at the time of such assignment, (2) after the Closing Date, an Event of Default has occurred and is continuing at the time of such assignment, or (3) such assignment is to an Eligible Assignee described in clause (a), (b) or (d) of the definition of such term; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
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 withheldwithheld or delayed) shall be required unless (1) an 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; 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender;
(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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender Lenders (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
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 Company (such consent not to be unreasonably withheld) shall be required unless (1) an 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 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 five ten (510) 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 if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer Issuers (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 applicable Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of any Applicable Facility.
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 (such consent not which, except in the case of an assignee that is considered by the Borrower to be a Competitor of any Loan Party or Affiliate thereof, shall not unreasonably withheldbe withheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof; and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the credit facility provided herein;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such 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 117 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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
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 Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the each 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
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 withheldwithheld or delayed) shall be required unless (1) an 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 the . The Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender for any assignmentassignment in respect of Dollar Tranche Loans and Dollar Tranche Commitments.
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) 1. the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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, the Borrower Company shall be deemed to have consented to any such assignment unless it the Company shall object thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereof;
(B) 2. 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 Commitment or Revolving Commitment if such assignment is to a Person that is not a LenderLender with a Commitment in respect of the applicable 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;
(C) 3. the consent of the L/C Issuer Issuing Lender (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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.;
Appears in 1 contract
Samples: Credit Agreement (Corelogic, 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 withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Tranche 1 Loans and Tranche 1 Commitments 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 (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment in respect of the Tranche 1 Loans and Tranche 1 Commitments.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.04(b)(i)(B) of this Section and, in addition:
(A) : the consent of the Borrower (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1x) an Event of Default 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 five (5) Business Days after having received notice thereof;
(B) ; the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment or Revolving Credit Exposure if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) ; and the consent of the L/C Issuer Issuing Bank (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 LC Exposure (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
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 Company (such consent not to be unreasonably withheldwithheld or delayed) shall be required unless (1) an 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 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 five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayedwithheld) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
(C) the consent of the each 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 (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignmentassignment (other than any assignment of an Incremental Term Loan).
Appears in 1 contract
