Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 18 contracts
Samples: Credit Agreement (Hill International, Inc.), Credit Agreement (Hcp, Inc.), Term Loan Credit Agreement (Tanger Factory Outlet Centers Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in additionexcept:
(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 Fundassignment; 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 16 contracts
Samples: Revolving Credit and Security Agreement (Golub Capital Direct Lending Corp), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) 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; and;
(B) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 9 contracts
Samples: Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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: Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; 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 Commitment.
Appears in 8 contracts
Samples: Term Loan Agreement (Tc Pipelines Lp), Term Loan Agreement (Tc Pipelines Lp), Term Loan Agreement (Tc Pipelines Lp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; 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 Commitment.
Appears in 8 contracts
Samples: Revolving Credit Agreement (Atmos Energy Corp), Revolving Credit Agreement (Atmos Energy Corp), Revolving Credit Agreement (Atmos Energy Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (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; 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 8 contracts
Samples: Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.), Term Loan Agreement (Retail Opportunity Investments Partnership, LP), Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
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; 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 8 contracts
Samples: Credit Agreement (Voya SENIOR INCOME FUND), Credit Agreement (Voya SENIOR INCOME FUND), Credit Agreement (Voya SENIOR INCOME FUND)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 be 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 (Group 1 Automotive Inc), 364 Day Bridge Credit Agreement (Vulcan Materials CO), 364 Day Credit Agreement (Vulcan Materials CO)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) 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; and
(B) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 6 contracts
Samples: Credit Agreement (Nacco Industries Inc), Credit Agreement (Nacco Industries Inc), Revolving Credit Facility (Nacco Industries Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (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 Eligible Assignee of a Lender or an Approved Fundthe type described in clauses (a) and (b) of the definition thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless 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 a Lender.
Appears in 5 contracts
Samples: Term Loan Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 5 contracts
Samples: Term Loan Agreement (American Tower Corp /Ma/), Term Loan Agreement (American Tower Corp /Ma/), Term Loan Agreement (American Tower Corp /Ma/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bb)(i)(2) of this Section and, in addition:
(A1) 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 an Approved FundLender; and
(B2) 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, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 5 contracts
Samples: Term Credit Agreement (Affiliated Managers Group, Inc.), Term Credit Agreement (Affiliated Managers Group, Inc.), Term Credit Agreement (Affiliated Managers Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 5 contracts
Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit Ii, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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, or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Samples: Syndicated Facility Agreement and Unconditional Guaranty (Resmed Inc), Credit Agreement, Syndicated Facility Agreement (Resmed Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 4 contracts
Samples: Revolving Credit Agreement (TJX Companies Inc /De/), Revolving Credit Agreement (TJX Companies Inc /De/), 364 Day Revolving Credit Agreement (TJX Companies Inc /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Lead 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 Fund; 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 4 contracts
Samples: Credit Agreement (Hamilton Beach Brands Holding Co), Credit Agreement (Nacco Industries Inc), Credit Agreement (Syms Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 4 contracts
Samples: Credit Agreement (CNL Healthcare Properties, Inc.), Credit Agreement (CNL Healthcare Properties, Inc.), Term Loan Agreement (CNL Healthcare Properties, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld 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; 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 (Ansys Inc), Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Ansys Inc)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) 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; and;
(B) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 3 contracts
Samples: Credit Agreement (Gsi Commerce Inc), Credit Agreement (Gsi Commerce Inc), Credit Agreement (Gsi Commerce Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Ba) of this Section and, in addition:
(A) the 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 the Lender (provided such assignment does not result in any liability, cost or an Approved Fundexpense for which the Borrower is liable or must reimburse or indemnify such assignee Lender pursuant to Section 10); 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 Lender, an Affiliate of such Lender or an Approved Fund with respect to such the Lender.
Appears in 3 contracts
Samples: Receivables Loan Agreement (Arcbest Corp /De/), Receivables Loan Agreement (Arkansas Best Corp /De/), Receivables Loan Agreement (Arkansas Best Corp /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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; 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 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 3 contracts
Samples: Credit Agreement (Pep Boys Manny Moe & Jack), Credit Agreement (Capital Lease Funding Inc), Credit Agreement (Pep Boys Manny Moe & Jack)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.11(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; 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, Lender with a Commitment or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Samples: Revolving Credit Agreement (AB Private Credit Investors Corp), Revolving Credit Agreement (AB Private Credit Investors Corp), Revolving Credit Agreement (AB Private Credit Investors Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 3 contracts
Samples: Credit Agreement (Lam Research Corp), 364 Day Credit Agreement (Cardinal Health Inc), Bridge Loan Agreement (Cardinal Health Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSubsection 8.1(B)(i)(2) of this Section and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1a) an Event of Default has occurred and is continuing at the time of such assignment or (2b) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Facility if such assignment is to a Person that is not a LenderLender with a Loan Commitment or a Loan in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Samples: Credit Agreement (Atlantic Tele Network Inc /De), Credit Agreement (Shenandoah Telecommunications Co/Va/), Credit Agreement (Atlantic Tele Network Inc /De)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Specified 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 such Lender or an Approved FundFund of such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is of a Term Loan to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender.
Appears in 3 contracts
Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 13.3.2(a)(ii) of this Section and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund; 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 a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Samples: Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Parent (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 FundFund with respect to such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.; and
Appears in 3 contracts
Samples: Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required unless (1) an any Event of Default has occurred and is continuing at the time of such assignment assignment, or (2) such assignment is to a Lender, an Lender or Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent and each L/C Issuer (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required if unless 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 a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp), Credit Agreement (Appleton Papers Inc/Wi)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 15.2(a)(ii) of this Section and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1A) an Event of Default has occurred and is continuing at the time of such assignment or (2B) such assignment is to a Lender, an Affiliate of a Lender or an Approved a Related Fund; 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 a Lender, an Affiliate of such Lender or an Approved a Related Fund with respect to such Lender.
Appears in 3 contracts
Samples: Loan Agreement (Miller Energy Resources, Inc.), Loan Agreement (Miller Energy Resources, Inc.), Loan Agreement (Miller Energy Resources, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 2 contracts
Samples: Credit Agreement (Tractor Supply Co /De/), Credit Agreement (Tractor Supply Co /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld 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 such Lender or an Approved FundFund of such Lender; 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 Lenderrequired.
Appears in 2 contracts
Samples: Revolving Credit Agreement (NexPoint Residential Trust, Inc.), Revolving Credit Agreement (NexPoint Residential Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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; 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 LenderFund.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Autozone Inc), 364 Day Credit Agreement (Autozone Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.06(b)(i)(B) of this Section and, in addition:
(A) the consent of the Lead 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 or an Approved FundFund with respect to such Lender; 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 Term Loan 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 2 contracts
Samples: Credit Agreement (Rh), Credit Agreement (Rh)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
addition (Ai) 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 Fund; and
and (Bii) 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 (Walker & Dunlop, Inc.), Credit Agreement (Walker & Dunlop, 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 (other than a Defaulting Lender, an Affiliate of a Lender or an Approved Fund); 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 Credit Commitment if such assignment is to a Defaulting Lender or 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: First Lien Credit Agreement (Royal Resources Partners LP), First Lien Credit Agreement (Royal Resources Partners LP)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bb)(i)(2) of this Section and, in addition:
(A1) 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, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment if such assignment is to a Person that is not a LenderLender with a Commitment in respect of the applicable Loan Facility, or an Affiliate of such Lender or (2) any Loan to a Person that is not a Lender; or an Approved Fund with respect to such Affiliate of a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Diversified Restaurant Holdings, Inc.), Credit Agreement (Diversified Restaurant Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; 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.
Appears in 2 contracts
Samples: Debt Agreement (Swift Energy Co), Debt Agreement (Swift Energy Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
addition (A) the consent of the each 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 Lender Fund; 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 Lender Fund with respect to such Lender.;
Appears in 2 contracts
Samples: Credit Agreement (Highland Funds I), Credit Agreement (Highland Floating Rate Fund)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(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 FundLender; and
(Bii) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 2 contracts
Samples: Credit Agreement (Associated Estates Realty Corp), Credit Agreement (Associated Estates Realty Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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; 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 who 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 (Hhgregg, Inc.), Credit Agreement (Hhgregg, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Bb)(1)(B) of this Section 11.7 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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; 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 an unfunded or revolving facility hereunder 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: 364 Day Credit Agreement (CVS HEALTH Corp), Credit Agreement (CVS HEALTH Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.11(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; and
(B) the consent of the Administrative Agent Bank (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, Lender with a Commitment or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (AB Commercial Real Estate Private Debt Fund, LLC), Revolving Credit Agreement (AB Commercial Real Estate Private Debt Fund, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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; 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 (Glatfelter P H Co), Term Loan Agreement (Glatfelter P H Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lendera Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Sl Green Realty Corp), Credit Agreement (Sl Green Realty Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.4(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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 such Lender or an Approved FundFund of such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender.
Appears in 2 contracts
Samples: Term Loan Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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; 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 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 (Ebay Inc), Credit Agreement (Ebay Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; 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: Term Loan Credit Agreement (Atmos Energy Corp), Revolving Credit Agreement (Atmos Energy Corp)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) 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; and
(B) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 2 contracts
Samples: Revolving Credit Facility (Finish Line Inc /In/), Credit Agreement (Finish Line Inc /In/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; 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.a Commitment; and
Appears in 2 contracts
Samples: Revolving Credit Agreement (NGP Capital Resources Co), Revolving Credit Agreement (NGP Capital Resources CO)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably 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; 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 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.; and
Appears in 2 contracts
Samples: Credit Agreement (FCStone Group, Inc.), Credit Agreement (International Assets Holding Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (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; 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 the Term Loans to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Samples: Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure CO LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.4 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 such Lender or an Approved FundFund of such Lender; 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 Lenderrequired.
Appears in 2 contracts
Samples: Credit Agreement (Reservoir Media, Inc.), Credit Agreement (Reservoir Media, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b), and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a Lender, Person who is a Lender or an Affiliate of a Lender or an Approved FundLender; 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 Loan to a Person that who is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Federal Realty Investment Trust), Credit Agreement (Federal Realty Investment Trust)
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 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 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; 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.
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 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 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; 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.Fund;
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Global Payments Inc), Term Loan Credit Agreement (Global Payments Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 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 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; 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 LenderFund.
Appears in 2 contracts
Samples: Term Loan Agreement (Global Payments Inc), Term Loan Agreement (Global Payments Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 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; 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 (Mercury General Corp), Credit Agreement (Mercury General Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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 a Lender; 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 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section 9.04 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 or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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 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 1 contract
Samples: Second Lien Credit Agreement (Affirmative Insurance Holdings 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 and, in addition:
(A) the consent of the Borrower Agent (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 such Lender or an Approved FundFund of such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender.
Appears in 1 contract
Samples: Credit Agreement (Freds Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 9.07(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (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, Lender or an Affiliate of a Lender or an Approved Fund; andLender;
(B) the consent of the Administrative Designated Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the consent of each Issuing Bank shall be required for any assignment in respect of the Revolving Credit Commitments.
Appears in 1 contract
Samples: Credit Agreement (News Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bof Subsection 8.1(B)(i)(2) of this Section and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1a) an Event of Default has occurred and is continuing at the time of such assignment or (2b) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Facility if such assignment is to a Person that is not a LenderLender with a Loan Commitment in respect of such Facility, 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 10.07(b)(i)(B) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Default or Event of Default has occurred and is continuing at the time of such assignment assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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 each L/C Issuer shall be required for any assignment of a Lender’s Commitment.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld 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 an existing Lender, an Affiliate of a an existing Lender or an Approved Fund; and113 Lululemon Credit Agreement
(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 an existing Lender, an Affiliate of such existing Lender or an Approved Fund with respect to such existing Lender; and
(C) the consent of each L/C Issuer and the consent of the Swing Line 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 paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; 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.a Commitment; and
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(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 assignment; or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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 in respect of the Credit Facility, 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)(Bb)(i)(2) of this Section and, in addition:
(A1) 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 Administrative Agent or of a Lender that is a Financial Institution, or an Approved Fund; and
(B2) 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 a Lender or an Approved Fund with respect to such LenderFund.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Ba) of this Section and, in addition:
(A) the 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 such Lender (provided such assignment does not result in any liability, cost or an Approved Fundexpense for which the Borrower is liable or must reimburse or indemnify such assignee Lender pursuant to Section 10); 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 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 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; 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 (Media General Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 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 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; 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.Fund; and
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
: (A) the consent of the Borrower Agent (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 an Approved FundLender; 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 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 1 contract
Samples: Credit and Guaranty Agreement (James Hardie Industries PLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in additionas follows:
(A) the The consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or 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; and.
(B) the The consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Facility if such assignment is to a Person that is not a LenderLender with a Commitment in respect of such Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld 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; 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 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
Samples: Second Lien Credit Agreement (Syncardia Systems Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) for the consent of the Borrower Administrative Agent (which shall not be unreasonably withheld or delayed) and:
a. the consent of the Borrowing Agent (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 LenderBank, an Affiliate of a Lender Bank or an Approved Fund; and
(B) b. the consent of the Administrative Agent Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 1 contract
Samples: Credit Agreement (Big Lots Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved Fund; andLender;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment if such assignment is to a Person that is not a Lender, or an Affiliate of such Lender or (2) any Loan to a Person that is not a Lender; or an Approved Fund with respect to such Affiliate of a Lender.
Appears in 1 contract
Samples: Credit Agreement (RigNet, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or a Federal Reserve Bank; 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 LenderLender or a Federal Reserve Bank.
Appears in 1 contract
Samples: Credit Agreement (Danaher Corp /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably 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; 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 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is H-712479.11 55 continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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
Samples: Term Loan Credit Agreement (Questar Market Resources Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) for the consent of the Borrower Administrative Agent (which shall not be unreasonably withheld or delayed) and: a. the consent of the Borrowing Agent (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 LenderBank, an Affiliate of a Lender Bank or an Approved Fund; and
(B) and b. the consent of the Administrative Agent Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not 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)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a Lender, Lender or an Affiliate affiliate of a Lender or (other than an affiliate that is an Approved Fund); and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lendera Commitment.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments except in respect of any Term Loan if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender; and
(B) the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).
Appears in 1 contract
Samples: Superpriority Debtor in Possession Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment if such assignment is to a Person that is not a LenderLender with a Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; andand Cleco Corporation Loan Agreement
(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: Loan Agreement (Cleco Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; 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 any Person that is not a Lender, Lender or 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 paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default 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; 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, Lender with a Commitment [or an Affiliate of such Lender or an Approved Fund with respect to such Lender].
Appears in 1 contract
Samples: 364 Day Credit Agreement (Northern Border Partners Lp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.06(b)(i) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment or Loan 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: Term Loan Facility Credit Agreement (Gilead Sciences Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (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; 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 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 LenderLender , an Affiliate of a Lender or an Approved Fund; 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 L/C Issuer shall be required for any assignment (other than an assignment to an existing Lender that is not a Defaulting Lender).
Appears in 1 contract
Samples: Credit Agreement (NVR Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Xxxxxxxxx (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; 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 and, in addition:
(A) the consent of the Parent Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving 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 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Bb)(i)(2) of this Section and, in addition:
(A1) the consent of the Borrower SPE (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 Purchaser/Lender, an Affiliate of a Purchaser/Lender or an Approved Fund; and
(B2) 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 LenderPurchaser/Lender with a Commitment, an Affiliate of such Purchaser/Lender or an Approved Fund with respect to such Purchaser/Lender.
Appears in 1 contract
Samples: Receivables Purchase and Financing Agreement (Phillips 66)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and subject to the terms of the Senior Subordination Agreement, and, in addition:
(A) the consent of the Borrower Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if 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 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default 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; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Commitment in respect of the Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.;
Appears in 1 contract
Samples: Revolving Credit Loan Agreement (Harvard Bioscience Inc)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a LenderBank, an Affiliate of a Lender Bank or an Approved Fund; and;
(B) the consent of the Administrative Agent Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the each 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, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of Agent and the Administrative Agent Required Lenders (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 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Specified 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 such Lender or an Approved FundFund of such Lender; and
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is of a Term Loan to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender.; and
Appears in 1 contract
Samples: Term Loan Agreement (Root, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower WPZ (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 Term Lender, an Affiliate of a Term Lender or an Approved Fund; 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 LenderTerm Lender with a Commitment, an Affiliate of such Term Lender or an Approved Fund with respect to such Term Lender.
Appears in 1 contract
