Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld 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 fifteen (15) 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 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.
Appears in 9 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of a 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 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 fifteen (15) ten Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 8 contracts
Samples: Credit Agreement (Ohio Power Co), Credit Agreement (Ohio Power Co), Credit Agreement (Ohio Power Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower Parent (such consent not to be unreasonably withheld 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 provided, that the Borrower Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) 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 if such assignment is for assignments in respect of a Term Loan or an Incremental Term Loan Commitment to a Person that who is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 7 contracts
Samples: Credit Agreement (Smurfit WestRock PLC), Credit Agreement (WestRock Co), Credit Agreement (WestRock Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably 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 fifteen five (155) 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 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.
Appears in 6 contracts
Samples: Credit Agreement (Abrdn Income Credit Strategies Fund), Term Loan Agreement, Credit Agreement (Aberdeen Income Credit Strategies Fund)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld 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 fifteen (15) 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 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.
Appears in 6 contracts
Samples: 364 Day Term Loan Agreement (Arizona Public Service Co), Term Loan Agreement (Arizona Public Service Co), Term Loan Agreement (Arizona Public Service Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably 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 Lender, an Approved Fund; Fund or to any Federal Reserve Bank provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) 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 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.
Appears in 6 contracts
Samples: Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.), Term Loan Agreement (STAG Industrial, Inc.)
Required Consents. No consent shall be required for any assignment assignment, except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) 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 fifteen five (155) 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 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.
Appears in 6 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen five (155) 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 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 shall be required for any assignment.
Appears in 5 contracts
Samples: Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group 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 10.06 13.10 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 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 fifteen ten (1510) Business Days after having received written notice thereofthereof (specifying the time period within which the Borrower may respond); and
(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 of Terms Loans to a Person that who is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 5 contracts
Samples: Term Loan Credit Agreement (Beacon Roofing Supply Inc), Term Loan Credit Agreement (Beacon Roofing Supply Inc), Term Loan Credit Agreement (Beacon Roofing Supply 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 10.06 11.07 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 6.01(a), (g) or (h) (in each case, with respect to a Borrower) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a LenderBank, an Affiliate of a Lender Bank 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 fifteen (15) 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 if such assignment is for assignments to a Person that is not a LenderBank, an Affiliate of such Lender Bank or an Approved Fund with respect to such LenderBank.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 9.06(b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 6.01(a) or 6.01(e) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved Fundif notice of such assignment is given to the Company; 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 fifteen (15) 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 if such for any 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.
Appears in 5 contracts
Samples: Fixed Rate Term Loan Credit Agreement (Honeywell International Inc), 364 Day Credit Agreement (Honeywell International Inc), 364 Day Credit Agreement (Honeywell International 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Amortization 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 fifteen five (155) 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 if such assignment is to a Person that is not a Lender, an Affiliate of such Lender a Lender, a Liquidity Provider or an Approved Fund with respect to such LenderFund.
Appears in 5 contracts
Samples: Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials 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 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 fifteen ten (1510) 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 if such assignment is to a Person that is not a LenderLender in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) five Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitments 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.
Appears in 4 contracts
Samples: Credit Agreement (Celgene Corp /De/), Credit Agreement (Celgene Corp /De/), Credit Agreement (Celgene 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen ten (1510) 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 LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Samples: Loan Agreement (Cadence Design Systems Inc), Loan Agreement (Cadence Design Systems Inc), Loan Agreement (Cadence Design Systems Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower PotlatchDeltic (such consent not to be unreasonably 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 PotlatchDeltic shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen five (155) 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 if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Samples: Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld 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 fifteen ten (1510) Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent Agent, the L/C Issuers and the Swing Line Lenders (in each case, 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.
Appears in 4 contracts
Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, 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 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 fifteen ten (1510) 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 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.
Appears in 4 contracts
Samples: Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (ONE Gas, 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 withheld or delayed; and, if the Borrower shall not respond within 5 Business Days of receipt of a request for consent, the Borrower shall be deemed to have consented to such assignment) 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 fifteen (15) 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 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 LenderFund.
Appears in 4 contracts
Samples: Term B Loan Credit Agreement (Remy International, Inc.), Term B Loan Credit Agreement (Remy International, Inc.), Term B Loan Credit Agreement (Fidelity National Financial, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an a Specified Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Company shall be deemed to have consented to any such an assignment unless if it shall object has not objected thereto by written notice to the Administrative Agent in writing within fifteen (15) ten Business Days after having received notice thereofthereof to it as required by Section 10.02; 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, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Samples: Term Loan Agreement (Conagra Brands Inc.), Term Loan Agreement (Conagra Brands Inc.), Term Loan Agreement (Conagra Brands Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen ten (1510) 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 if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison & Company, 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) 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 if such for any assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Samples: Credit Agreement (Dollar General Corp), Credit Agreement (Juniper Networks Inc), Credit Agreement (Juniper Networks Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bparagraph Section 9.04(b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default described in Section 7.01(b), 7.01(c), 7.01(g) or 7.01(h) has occurred and is continuing at the time of such assignment or assignment, (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) such assignment is in connection with the primary syndication of the Commitment or Loans; 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 fifteen five (155) 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 if for assignments in respect of any Term Loans unless 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.
Appears in 3 contracts
Samples: Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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 fifteen five (155) 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 if such assignment is for assignments 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 and the Swing Line Lender shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co), Credit Agreement (New York Times 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 10.06 and, in addition:
: (Aa) the consent of the Borrower (such consent not to be unreasonably withheld 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 fifteen five (155) Business Days after having received notice thereof; and
and (Bb) 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 Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Samples: Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp)
Required Consents. No consent shall be required for any such assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) 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 fifteen five (155) 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 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.
Appears in 3 contracts
Samples: 364 Day Credit Agreement, 364 Day Credit Agreement (Plains Gp Holdings Lp), 364 Day Credit Agreement (Plains All American Pipeline Lp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld 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 fifteen five (155) 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 if such assignment is to a Person that is not a Lender, an Affiliate ; and
(C) the consent of such Lender or an Approved Fund with respect to such Lenderthe L/C Issuer shall be required for any assignment.
Appears in 3 contracts
Samples: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen ten (1510) Business Days after having received notice thereof; andthereof;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, an Affiliate of such Lender or an Approved Fund with respect to such Lender.;
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Cboe Global Markets, Inc.), Term Loan Credit Agreement (Cboe Global Markets, Inc.), Term Loan Credit Agreement (CBOE 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 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 fifteen (15) five Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required 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.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Western Refining, Inc.), Term Loan Credit Agreement (Western Refining, Inc.), Term Loan Credit Agreement (Western Refining, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(BB) of this Section 10.06 9.4(b)(i) and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1i) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2ii) such assignment is to a Lender, an Affiliate of a Lender 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 fifteen (15) 10 Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments in respect of a Commitment to a Person that is not a Lender, an Affiliate of such Lender Lender, or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Samples: Credit Agreement (WestRock Co), Credit Agreement (WestRock Co), Credit Agreement (WestRock Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) Unless an Event of Default has occurred that is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event for assignments in respect of Default has occurred and is continuing at the time of such assignment or (2) any Commitment if such assignment is to a Person that is not an existing Lender, an Affiliate of a such Lender or an Approved FundFund with respect to such Lender and (2) to the extent required by subsection (b)(i) of this Section; 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 fifteen five (155) Business Days after having received notice thereof; and.
(B) the The consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required (1) for assignments in respect of any Commitment if such assignment is to a Person that is not a an existing Lender, an Affiliate of such Lender or an Approved Fund with respect to such LenderLender and (2) to the extent required by subsection (b)(i) of this Section.
Appears in 3 contracts
Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, 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) A. the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default of the type referred to in clause (a), (f) or (g) of Section 8.01 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 fifteen (15) 10 Business Days after having received notice thereof; and
(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 Lender or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Amazon Com Inc), Credit Agreement (Amazon Com 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 Principal Borrower (such consent not to be unreasonably withheld or delayedwithheld) 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 Principal Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) 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 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.
Appears in 3 contracts
Samples: Term Loan Agreement (Highwoods Realty LTD Partnership), Five Year Term Loan Agreement (Highwoods Realty LTD Partnership), Seven Year Term Loan Agreement (Highwoods Realty LTD Partnership)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) 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 fifteen (15) 10 Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required 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.
Appears in 3 contracts
Samples: Credit Agreement (Andeavor Logistics Lp), Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen ten (1510) 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 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.
Appears in 3 contracts
Samples: Term Loan Agreement (Oneok Inc /New/), Term Loan Agreement (ONEOK Partners LP), Term Loan Agreement (Oneok Inc /New/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld 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 fifteen five (155) 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 if such assignment is for assignments to a Person that is not a LenderLender with a Commitment in respect of the Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Irobot Corp), Credit Agreement (Irobot Corp)
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 10.06 and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheld 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 fifteen ten (1510) Business Days after having received notice thereof; and
(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 LenderLender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Intl Fcstone Inc.), Credit Agreement (International Assets Holding Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen five (155) Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required 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.
Appears in 2 contracts
Samples: Term Loan Agreement (EnLink Midstream Partners, LP), Term Loan Agreement (EnLink Midstream, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 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 fifteen five (155) 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 if such assignment is for assignments in respect of any Term Loan to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender.Fund;
Appears in 2 contracts
Samples: Credit Agreement (Lpath, Inc), Credit Agreement (Relypsa Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.9(b)(i)(B) of this Section 10.06 above and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) 5 Business Days after having received notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned) shall be required if such assignment is for assignments in respect of any Term Loans to a Person that who is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender.Fund;
Appears in 2 contracts
Samples: Credit Agreement (American Railcar Industries, Inc.), Credit Agreement (American Railcar Industries, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 9.07(b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 6.01(a) or (f) 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 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 fifteen ten (1510) 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 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.
Appears in 2 contracts
Samples: 364 Day Bridge Term Loan Agreement, 364 Day Bridge Term Loan Agreement (Twenty-First Century Fox, 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 withheld or delayed) shall be required unless (1) a Default or 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 fifteen ten (1510) 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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 fifteen ten (1510) Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Letter of Credit Facility Agreement (Arch Capital Group Ltd.), Letter of Credit Facility Agreement (Arch Capital Group Ltd.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bparagraph Section 10.4(b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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 object thereto by written notice to the Administrative Agent within fifteen (15) 10 Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lendera Revolving Commitment.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Fortegra Financial Corp), Revolving Credit Agreement (Fortegra Financial 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 10.06 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen five (155) 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 (1) any unfunded Term Commitment or any 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.
Appears in 2 contracts
Samples: Credit Agreement (Advanced Energy Industries Inc), Credit Agreement (Advanced Energy 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen five (155) 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Tortoise Midstream Energy Fund, Inc.), Credit Agreement (Tortoise MLP Fund, 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 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 fifteen (15) 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Qualcomm Inc/De), Credit Agreement (Qualcomm 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1l) 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 fifteen five (155) 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 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 a Lender.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Seventy Seven Energy Inc.), Term Loan Credit Agreement (Chesapeake Oilfield Operating LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default pursuant to Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) 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 unfunded 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.
Appears in 2 contracts
Samples: Term Loan Agreement (Jacobs Solutions Inc.), Term Loan Agreement (Jacobs Engineering Group 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 10.06 and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably 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 Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen five (155) 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 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.Fund; and
Appears in 2 contracts
Samples: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 11.08 and, in addition:
(A) the The consent of the Borrower API (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a), (g) or (h) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, Bank or an Affiliate of a Lender or an Approved FundBank; provided provided, that the Borrower API 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 fifteen (15) 10 Business Days after having received notice thereofof a failure to respond to such request for assignment; and
(B) the 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 Lender, Bank or an Affiliate of such Lender or an Approved Fund with respect to such LenderBank.
Appears in 2 contracts
Samples: Credit Agreement (Avon Products Inc), Revolving Credit Agreement (Avon Products Inc)
Required Consents. The consent of the Administrative Agent shall be required for any assignment. No consent of any other party shall be required for any assignment except (A) to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
12.07 and (AB) the consent of the Borrower Representative (such consent not to be unreasonably withheld withheld, conditioned 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 Lender or an Approved Fund; Fund of a Lender, provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to if the Administrative Agent has not received an objection thereto in writing within fifteen ten (1510) Business Days after having received the Borrower Representative’s receipt of notice thereof; 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, an Affiliate of such Lender or an Approved Fund with respect to such Lenderassignment.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Mesa Air Group Inc), Credit and Guaranty Agreement (Mesa Air Group Inc)
Required Consents. No consent Consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, 11.06 and in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default of the type referred to in clause (a) or (f) of Section 8.01 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 fifteen (15) 10 Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required 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.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (Amazon Com Inc), 364 Day Revolving Credit Agreement (Amazon Com 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 withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Senior Secured Credit Agreement (Telephone & Data Systems Inc /De/)
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 10.06 and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheld 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 fifteen five (155) Business Days after having received notice thereof; and
(Bb) 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 Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp)
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 Parent (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a) or 8.01(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 Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) ten Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required 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.
Appears in 2 contracts
Samples: Term Loan Credit and Guaranty Agreement (Actavis, Inc.), Credit and Guaranty Agreement (Actavis, Inc.)
Required Consents. No consent The following consents or approvals shall be required for any assignment assignment, except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in additionas provided below: :
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld 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 FundFund (such Persons in this clause (y) being Eligible Assignees); 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 fifteen (15) Business Days after having received notice thereof; and
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Samples: Loan Agreement (Acreage Holdings, Inc.), Loan Agreement
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 11.06 and, in addition::
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen five (155) 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 (1) any unfunded Term Commitment or any 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.
Appears in 2 contracts
Samples: Credit Agreement (Advanced Energy Industries Inc), Credit Agreement (Advanced Energy 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 10.06 and, in addition:
(A) the consent of the Borrower Ultimate Parent (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a) or 8.01(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 Ultimate Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) ten Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required 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.
Appears in 2 contracts
Samples: Wc Term Loan Credit and Guaranty Agreement (Actavis PLC), Term Loan Credit and Guaranty Agreement (Actavis PLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld 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 fifteen ten (1510) 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.
Appears in 2 contracts
Samples: Credit Agreement (Greenbrier Companies Inc), Credit Agreement (Greenbrier Companies Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 14.15.2(a)(ii) of this Section 10.06 and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) Business Days after having received notice thereof; and
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (CHS Inc), Credit Agreement (CHS 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 Borrowers (such consent not to be unreasonably 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 Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen seven (157) 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) five Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Loan, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Oncor Electric Delivery Co LLC), Term Loan Credit Agreement (Oncor Electric Delivery Co LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 9.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen five (155) 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 if such assignment is for assignments to a Person that is not a LenderLender in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower Issuer (such consent not to be unreasonably withheld 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 LenderPurchaser, an Affiliate of a Lender such Purchaser or an Approved FundFund of such Purchaser; provided provided, that the Borrower Issuer shall be deemed to have consented to any such assignment unless it shall object objects thereto by written notice to the Administrative Agent assigning Purchaser within fifteen five (155) Business Days after having received notice thereof; and
(B) provided, further, that any refusal by the Issuer to consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such an assignment is to a Person that is Disqualified Institution shall not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderbe deemed unreasonable.
Appears in 2 contracts
Samples: First Lien Note Purchase Agreement (BioScrip, Inc.), Second Lien Note Purchase Agreement (BioScrip, 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 The consent of the Administrative Agent, the Borrower (such consent in each case not to be unreasonably withheld or delayed) and, with respect to the assignment of any LC Exposure, the Issuing Bank shall be required unless for any assignment pursuant to this Section 13.05(b) other than (1A) at any time prior to the end of the Availability Period, assignments to a Lender or an Eligible Assignee and (B) at any time after the Availability Period, assignments to a Lender, an Affiliate of a Lender, an Eligible Assignee or an Approved Fund; provided that, in each case, no consent of the Borrower shall be required if a Default or Event of Default has occurred and is continuing at and the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrower’s consent shall be deemed to have consented to been given if the Borrower has not responded within ten (10) Business Days of an assignment request. No other consent shall be required for any such assignment unless it shall object thereto by written notice except to the Administrative Agent within fifteen extent required by clause (15b)(i)(B) 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 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 Lenderabove.
Appears in 2 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in additionexcept:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) 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 FundLender; 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 fifteen five (155) 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 the Revolving Credit Facility if such assignment is to a Person that is not a Lender, Lender with a Revolving Credit Commitment or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Bok Financial Corp Et Al), Credit Agreement (Bok Financial Corp Et Al)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a) or, solely with respect to the Borrower or any Guarantor, Section 8.01(f), has occurred and is continuing at the time of such assignment or assignment, (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any Fund or (3) such assignment unless it shall object thereto by written notice is prior to the Administrative Agent within fifteen (15) Business Days completion of the primary syndication or the 90th day after having received notice thereofthe Closing Date, whichever shall occur first; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required 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.
Appears in 2 contracts
Samples: Credit Agreement (Nexeo Solutions Holdings, LLC), Credit Agreement (Nexeo Solutions Finance 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 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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 fifteen ten (1510) 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 if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.), 364 Day Revolving Credit Agreement (Sunoco Logistics Partners L.P.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld 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 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 fifteen ten (1510) Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Samples: Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default specified in Section 9.01(a), (b), (i) or (j) 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 fifteen ten (1510) 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 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.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Equifax Inc), Term Loan Credit Agreement (Equifax Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.4(b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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 fifteen (15) 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 if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Term Loan Agreement (Community Bankers Trust Corp), Term Loan Agreement (Hancock Holding Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 13.9(b)(i)(B) of this Section 10.06 and, in addition:
(A) the written consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 9.1(a), (b) or (i) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a LenderBank, an Affiliate of a Lender Bank 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 fifteen (15) Business Days after having received notice thereof; and;
(B) the written 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 LenderBank, an Affiliate of such Lender Bank or an Approved Fund with respect Fund; and
(C) the written consent of each Issuing Bank (such consent not to such Lenderbe unreasonably withheld or delayed) shall be required for any assignment (other than an assignment of unused LC Commitment).
Appears in 2 contracts
Samples: Credit Agreement (Amgen Inc), Credit Agreement (Amgen 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 withheld withheld, delayed or delayedconditioned) 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 fifteen ten (1510) 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 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.
Appears in 2 contracts
Samples: Credit Agreement (Istar Inc.), Credit Agreement (Safehold Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Ba)(ii) of this Section 10.06 and, in addition:
(Ai) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Sections 7.1.1, 7.1.4(a), or 7.1.6 has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or to an Approved Fund; provided that the Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) ten Business Days after having received notice thereof; and
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not (i) a Lender, (ii) an Affiliate of such Lender or (iii) an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Samples: Term Loan Agreement (Carnival PLC), Term Loan Agreement (Carnival PLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default pursuant to Section 7.01(a), (b), (h) or (i) 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 shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) Business Days after having received notice thereofDays; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such except in the case of an assignment is by a Lender to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 12.1 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of a 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 FundFund with respect to such Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen five (155) 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 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.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably 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, Lender or an Affiliate of a Lender or (other than an Approved Fund); provided that the Borrower shall be deemed to have 129229619_9 consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen five (155) 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 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.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default pursuant to Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that 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 fifteen (15) 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 if such assignment is to a Person that is not a Lender, an and Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Samples: Credit Agreement (Adobe Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.9(b)(i)(B) of this Section 10.06 above and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen five (155) Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned) shall be required if such assignment is for assignments to a Person that who is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender.Fund;
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower Parent (such consent not to be unreasonably withheld 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 provided, that the Borrower Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) 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 if such assignment is for assignments in respect of a Term Loan or an Incremental Term Loan Commitment to a Person that who is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender.Fund. CHAR2\1695161v9
Appears in 1 contract
Samples: Amendment No. 1 (WestRock 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 10.06 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless after the Closing Date (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 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 fifteen (15) 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 if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Samples: Term Loan Credit Agreement (International Flavors & Fragrances 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 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 the Borrower shall object thereto by written notice to the Administrative Agent within fifteen (15) five Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender.Fund;
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bb)(i)(A) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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 Lender, or an Approved Fund; provided that Fund with respect to such Lender or to a Person on the Borrower list of prohibited assignees attached hereto as Schedule 10.06, and shall be deemed to have consented to any such assignment been given unless it shall object thereto by written notice to the Administrative Agent Borrower has responded within fifteen five (155) Business Days after having received notice thereofof request therefor; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.; and
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Sequential Brands Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2) such assignment is to a 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 (other than to a Disqualified Institution) unless it shall object thereto by written notice to the Administrative Agent within fifteen five (155) 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 if such an assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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 fifteen ten (1510) 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 if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.08(b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1i) an Event of Default has occurred and is continuing at the time of such assignment or (2ii) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) 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 if such assignment is for assignments in respect of any Term Loan to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender.Fund;
Appears in 1 contract
Samples: Credit Agreement (Arch Coal 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 Intermediate Parent (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a) or 8.01(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 Intermediate Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) ten Business Days after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required 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.
Appears in 1 contract
Samples: Cash Bridge Credit and Guaranty Agreement (Actavis PLC)
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 Borrowers (such consent not to be unreasonably 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 Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignment 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.
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Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the prior written consent of the Borrower (such consent not to be unreasonably 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 such Lender or an Approved FundFund with respect to such Lender or a Default under Section 7.02(a), Section 7.05 or Section 7.06 has occurred and is continuing; 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 fifteen ten (1510) Business Days after having received notice thereof; and
(B) the prior written 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.
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Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the prior written consent of the Borrower Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of a Default under Sections 7.02, 7.05 or 7.06 has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund with respect to such Lender; provided that the Borrower Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) Business Days after having received notice thereof; and
(B) the prior written 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.
Appears in 1 contract
Samples: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Bb)(i) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 7.01(a) or Section 7.01(e) 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 fifteen (15) 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 if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender a Lender, or an Approved Fund with respect to such LenderFund.
Appears in 1 contract
Samples: Credit Agreement (CVR Energy Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B(b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen five (155) 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 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
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Samples: Credit Agreement (Ciena Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of a 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 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 fifteen (15) ten Business Days after having received notice thereof; and
and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) 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 (other than an Affiliate that is a Foreign 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 fifteen five (155) 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 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.
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Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 fifteen ten (1510) Business Days after having received notice thereof; and
and (B) the consent of the Administrative Agent Agent, the L/C Issuers and the Swing Line Lenders (in each case, 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.
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Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (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 fifteen ten (1510) Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned 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.
Appears in 1 contract
Samples: Credit Agreement (Ferguson PLC)
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 10.06 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default pursuant to Section 8.01(a), Section 8.01(f) or Section 8.01(g) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen ten (1510) 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 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; and
(C) the consent of each L/C Issuer and the Swingline Lender 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 clause (b)(i)(B) of this Section 10.06 and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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 fifteen ten (1510) Business Days after having received notice thereof; and
and (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 Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 10.06 and, in addition:
, (A) the consent of the Borrower Administrative Agent shall be required unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund and (B) the consent of the Borrowers (such consent not to be unreasonably withheld or delayeddelayed and shall, in any event, be deemed to have been given by the Borrowers if no objection is received by the Administrative Agent from the Borrowers within five Business Days after notice of such proposed assignment has been provided to the Borrowers) shall be required unless (1x) an any Event of Default has occurred and is continuing at the time of such assignment or assignment, (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 Fund or (z) such assignment unless it shall object thereto by written notice to is necessary, in the Administrative Agent within fifteen (15) Business Days after having received notice thereof; and
(B) the consent judgment of the Administrative Agent (such consent not Agent, to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate ensure the successful syndication of such Lender or an Approved Fund with respect to such Lenderthis Agreement.
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