Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition: (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender or an Affiliate of such Lender; and (C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 6 contracts
Samples: Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Credit or any Commitment unfunded Commitments with respect to any Term Credit if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Credit, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Credit.
Appears in 6 contracts
Samples: Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT), Credit Agreement (Pillarstone Capital Reit)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(C) of this Section 11.06 and, in addition:
(A) the consent of the Lead Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default specified in Sections 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower Company shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each L/C Issuer and the LC Issuer (such consent not to be unreasonably withheld or delayed) Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 5 contracts
Samples: Credit Agreement (Morningstar, Inc.), Credit Agreement (Morningstar, Inc.), Credit Agreement (Morningstar, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; providedor an Approved Fund, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (x) any unfunded Revolving Credit Commitment if such assignment is to a Person that is not a Lender or with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, (y) any unfunded Term Loan Commitment, or (z) any Term Loan if such assignment is to a Person that is not a Term Loan Lender, an Affiliate of such Term Loan Lender, or X. Xxxxx FBR, Inc.; and
(C) the consent of each L/C Issuer and of the LC Issuer Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 5 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) of this Section and, in additionexcept that:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) a Default or an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) Issuing Lender and the Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 5 contracts
Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Parent 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of or, solely with respect to its business in extending commercial loansTerm Loans, an Approved Fund; provided, however, provided that the Lead Parent Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender or an Affiliate of such Lender; and
(C) the consent of the LC Issuer each Fronting Banks (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (, if such consent assignee could not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate L/C Issuer of a LenderSeveral Letter of Credit under applicable regulatory requirements, a Fronting Bank must have agreed (in its sole discretion) to front for such assignee under Several Letters of Credit.
Appears in 4 contracts
Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower Representative (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower Representative shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Agent within five (5) 5 Business Days following any written request for such after having received notice thereof and provided, further, that Borrower Representative’s consent given pursuant to Section 10.02; andshall not be required during the primary syndication of the Facilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Loans or any Commitment unfunded Commitments with respect to the Term Loan if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Loan, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) and each Swing Line Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Loans.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (McBc Holdings, Inc.), Credit and Guaranty Agreement (McBc Holdings, Inc.), Credit and Guaranty Agreement (McBc Holdings, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (x) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (y) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Issuing Lender and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of any a Revolving Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 4 contracts
Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) has occurred and is continuing at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) in respect of an assignment of all or a portion of the Term Loans only, such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, that the Lead Borrower shall be deemed to have consented if to any assignment of all or a portion of the Term Loans unless it has not responded shall have objected thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written after having received notice of a failure to respond to such request for such assignment; provided, further, that no consent given of the Borrower shall be required for an assignment of all or a portion of the Loans pursuant to Section 10.0210.07(h), (k) or (l); 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 Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the provided that no consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) Administrative Agent shall be required for any an assignment in respect (i) of any Commitment; and
(D) the consent all or a portion of the Swing Line Lender Loans pursuant to Section 10.07(g), (such consent not h), (k) or (l), or (ii) from an Agent to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderits Affiliate.
Appears in 4 contracts
Samples: Credit Agreement (ATD Corp), Incremental Amendment (American Tire Distributors Holdings, Inc.), Incremental Amendment (ATD Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
: (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02after 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 for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
and (C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Credit Facility.
Appears in 4 contracts
Samples: Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any a Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Issuing Lender and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Commitment.
Appears in 4 contracts
Samples: Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section 8.07 and, in addition:
(A) the written consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) with respect to assignments of Loans (but not with respect to assignments of Commitments) an Event of Default under Section 6.01(a), (e) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; (provided, however, that the Lead Borrower’s written consent will be required in the case of an assignment of Commitments to an Affiliate of a Lender prior to the Closing Date) or, following the Closing Date, an Approved Fund; provided that, if after the Closing Date, the written consent of the Borrower to an assignment is required hereunder, then the Borrower shall be deemed to have consented if it has not responded within five (5) given its consent ten Business Days following any after the date written request for notice thereof was delivered by the Administrative Agent to the Borrower, unless such consent given pursuant is expressly refused by the Borrower prior to Section 10.02such tenth Business Day; 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 Lender, an Affiliate of such Lender; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Approved Fund with respect to such Lender.
Appears in 4 contracts
Samples: Term Loan Agreement, Term Loan Agreement (Abbott Laboratories), Term Loan Agreement (Abbott Laboratories)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) of this Section 10.6 and, in addition:
(A) the consent of the Lead 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 assignment, or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) Issuing Lender and the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Facility.
Appears in 3 contracts
Samples: Credit Agreement (Accuray Inc), Credit Agreement (Accuray Inc), Credit Agreement (Accuray Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment by a Lender except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each Issuing Lender and the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Facility.
Appears in 3 contracts
Samples: Credit Agreement (Extreme Networks Inc), Credit Agreement (Extreme Networks Inc), Credit Agreement (Extreme Networks Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; providedor an Approved Fund, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Term A Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each L/C Issuer and of the LC Issuer Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 3 contracts
Samples: Credit Agreement (BWX Technologies, Inc.), Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Co)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any CommitmentCredit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Loans and Revolving Commitments.
Appears in 3 contracts
Samples: Credit Agreement (Keyw Holding Corp), Credit Agreement (Keyw Holding Corp), Credit Agreement (Keyw Holding Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Domestic 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Domestic Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Revolving Credit Commitment if such assignment is to a Person that is not a Revolving Credit Lender, an Affiliate of such Revolving Credit Lender or an Approved Fund with respect to such Revolving Credit Lender or (ii) any Term Loan or Incremental Term Loan (if any), if in each case, 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 and the LC Issuer (such consent not to be unreasonably withheld or delayed) Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 3 contracts
Samples: Credit Agreement (Diodes Inc /Del/), Second Amended and Restated Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, howeverthat, that with respect to assignments of Advances under the Lead Term Facility, the Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Agent within five (5) ten Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Credit Facility or any Commitment unfunded Commitments with respect to the Term Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Advances to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each Issuing Bank and the LC Issuer Swing Line Bank shall be required for any assignment in respect of the Revolving Credit Facility (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender).
Appears in 3 contracts
Samples: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has shall have occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment Revolving Commitments if such assignment is to a Person that is not a Lender or Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and;
(C) the consent of the LC Issuer Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Commitment; and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Commitment.
Appears in 3 contracts
Samples: Credit Agreement (Physicians Realty Trust), Credit Agreement (Physicians Realty Trust), Credit Agreement (Physicians Realty Trust)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(Ci)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Lead 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (x) a Revolving Commitment or any Commitment unfunded Term Loan Commitments if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (y) a Term Loan to a Person who is not a Lender, an Affiliate of such Lendera Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) Issuing Banks and the Swingline Lender shall be required for any assignment in respect of any a Revolving Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Tier Reit Inc), Credit Agreement (Tier Reit Inc), Credit Agreement (Tier Reit Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such after having received notice thereof and provided, further, that the Borrower’s consent given pursuant to Section 10.02; andshall not be required during the primary syndication of the Facilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment (i) the Revolving Facility if such assignment is to a Person that is not a Lender or with a Revolving Credit Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) and Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 3 contracts
Samples: Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(Ci)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Lead 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 of the same Class of Commitments or Loans (provided that for purposes of this clause (A), each Class of Term Loans shall be considered to be of the same Class), an Affiliate of such a Lender which is engaged in the ordinary course or an Approved Fund of its business in extending commercial loanssuch a Lender; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if unless such assignment is to a Person Lender of the same Class of Commitments or Loans (provided that is not for purposes of this clause (B), each Class of Term Loans shall be considered to be of the same Class), an Affiliate of such a Lender or an Affiliate Approved Fund of such a Lender; and
(C) the consent of each Issuing Bank and the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any a Revolving Commitment unless if such assignment is to a Lender or an Affiliate of Person that is not already a Revolving Lender.
Appears in 3 contracts
Samples: Credit Agreement (STORE CAPITAL Corp), Credit Agreement (STORE CAPITAL Corp), Credit Agreement (STORE CAPITAL Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5x) in the case of an assignment of Term Loans, 5 Business Days following any written request for such consent given pursuant to Section 10.02; andand (y) in the case of an assignment in respect of the Revolving Credit Facility, 15 Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Loan or Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Affiliate of Approved Fund with respect to such Lender; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless the Revolving Credit Facility if such assignment is to a Lender or an Affiliate of Person that is not a Revolving Credit Lender.
Appears in 3 contracts
Samples: Credit Agreement (American Renal Associates Holdings, Inc.), Credit Agreement (American Renal Associates Holdings, Inc.), First Lien Credit Agreement (American Renal Associates Holdings, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has shall have occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of Revolving Commitments or any Commitment portion of the Existing Term Loan or any Additional Term Loan if such assignment is to a Person that is not a Lender or Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and;
(C) the consent of the LC Issuer Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Commitment; and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Commitment.
Appears in 3 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to any Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Facility.
Appears in 3 contracts
Samples: Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment by a Lender except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each Issuing Lender and the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Facility.
Appears in 3 contracts
Samples: Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.4(b)(i)(B) and (b)(i)(C) 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 (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 such Lender or an Affiliate Approved Fund of a Lender which is engaged in the ordinary course of its business in extending commercial loanssuch Lender; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if unless such assignment is to a Person that is not a Lender of the same Class of Commitments or Loans, an Affiliate of such Lender or an Affiliate Approved Fund of such Lender; and
(C) the consent of the LC Issuer Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any Commitment; and
Credit (D) whether or not then outstanding), and the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Commitments.
Appears in 3 contracts
Samples: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(Ci)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Lead 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 (1) a Lender Bank or (2) an Affiliate of a Lender Bank or an Approved Fund which Affiliate or Approved Fund is engaged in a Qualified Institution; provided that (I) the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five 5 Banking Days after having received notice thereof and (5II) Business Days following any written request for Borrower can withhold such consent given pursuant if such assignment shall subject Borrower to Section 10.02; andany greater obligations under Sections 3.01 or 3.06;
(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 a Loan Commitment if such assignment is to a Person that is not already a Lender or Bank with a Loan Commitment, an Affiliate of such Lendera Bank or an Approved Fund with respect to such a Bank; and
(C) the consent of each Fronting Bank and the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderLoan Commitment.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Urban Edge Properties LP), Revolving Credit Agreement (Urban Edge Properties), Revolving Credit Agreement (Urban Edge Properties)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) 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 for (1) assignments to a Disqualified Institution and (2) all other assignments 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender or 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; and, an Affiliate of a Lender or an Approved Fund;
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent Revolving Credit Facility that is not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 3 contracts
Samples: Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such after having received notice thereof; and provided, further, that the Borrower’s consent given pursuant to Section 10.02; andshall not be required during the primary syndication of the Facilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) and the Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 3 contracts
Samples: Credit Agreement (Lydall Inc /De/), Credit Agreement (Lydall Inc /De/), Credit Agreement (AAC Holdings, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower Term Borrower, in the case of an assignment of Term A Loans, or the Revolver Borrower, in the case of an assignment in respect of the Revolving Credit Facility (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead applicable Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Term A Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 2 contracts
Samples: Credit Agreement (International Money Express, Inc.), Credit Agreement (International Money Express, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has shall have occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of Revolving Commitments or any Commitment portion of the Term Loan if such assignment is to a Person that is not a Lender or Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and;
(C) the consent of the LC Issuer Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Commitment; and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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) a Default or 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 Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) Issuing Lender and the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Facility.
Appears in 2 contracts
Samples: Credit Agreement (Kaltura Inc), Credit Agreement (Kaltura Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower Borrowing 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower Borrowing Agent shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such after having received notice thereof and provided further that the Borrowing Agent’s consent given pursuant to Section 10.02; andshall not be required during the primary syndication of the Facilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Facility.
Appears in 2 contracts
Samples: Credit Agreement (Fresh Del Monte Produce Inc), Credit Agreement (Fresh Del Monte Produce Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section 10.06 and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless under the Revolving Credit Facility if such assignment is to a Person that is not a Lender or an Affiliate of with a LenderRevolving Credit Commitment.
Appears in 2 contracts
Samples: Amendment No. 2 and Reaffirmation of Collateral Documents (Einstein Noah Restaurant Group Inc), Credit Agreement (Einstein Noah Restaurant Group Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andor an Approved Fund;
(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 Loan Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any the Revolving Commitment unless if such assignment is to a Person that is not a Lender with a Revolving Commitment, an Affiliate of such Lender or an Affiliate of a Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender or an Affiliate of such Lender; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Credit Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Credit Commitment unless such assignment is to a Revolving Lender or an Affiliate of a Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.9(b)(i)(B) and (b)(i)(C) of this Section above and, in addition:
(A) the consent of the Lead 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, delayed, or delayedconditioned) shall be required for assignments in respect of (i) the Revolving Credit or any Commitment unfunded Commitments with respect to the Term Loans if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Credit, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund;
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit.
Appears in 2 contracts
Samples: Credit Agreement (Limbach Holdings, Inc.), Credit Agreement (Limbach Holdings, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Initial Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Initial Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 2 contracts
Samples: Credit Agreement (Performant Financial Corp), Credit Agreement (Performant Financial Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is in connection with any merger, consolidation, sale, transfer or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender, or (3) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02or 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 Affiliate of Approved Fund with respect to such Lender; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any CommitmentCredit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the assignment of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderCommitment.
Appears in 2 contracts
Samples: Credit Agreement (A.C. Moore Arts & Crafts, Inc.), Credit Agreement (A.C. Moore Arts & Crafts, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02or 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 Affiliate of Approved Fund with respect to such Lender; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any CommitmentCredit (whether or not then outstanding) unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the assignment of any Commitment unless such assignment is to a Lender or Lender, an Affiliate of a LenderLender or an Approved Fund.
Appears in 2 contracts
Samples: Credit Agreement (Barnes & Noble Inc), Credit Agreement (Barnes & Noble Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Administrative 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; providedor an Approved Fund, however, provided that the Lead Administrative Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each L/C Issuer and of the LC Issuer Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 2 contracts
Samples: Credit Agreement (BWX Technologies, Inc.), Credit Agreement (BWX Technologies, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Agent within five (5) ten Business Days following any written request for such after having received notice thereof and provided, further, that the Borrower’s consent given pursuant to Section 10.02; andshall not be required during the primary syndication of the Facilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Credit Facility or any Commitment unfunded Commitments with respect to the Term Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Advances to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) each Issuing Bank shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 2 contracts
Samples: Credit Agreement (SAIC Gemini, Inc.), Credit Agreement (Science Applications International Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.4(b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer Issuing Bank and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 2 contracts
Samples: Credit Agreement (Encore Capital Group Inc), Credit Agreement (Encore Capital Group Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default pursuant to clause (a), (b), (h) or (i) of Article VII has occurred and is continuing at the time of such assignment or (2) such the assignment is to made by a Lender or an Affiliate of a Lender which is engaged in the ordinary course of to its business in extending commercial loansAffiliate; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such unless the assignment is to a Person that is not a Lender or an Affiliate of such Lender; andits Affiliate;
(C) the consent of the LC Issuer each Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any CommitmentCredit (whether or not then outstanding); and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Credit Facility.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mylan N.V.), Revolving Credit Agreement (Mylan N.V.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, howeverthat, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Term Loan Commitment, Incremental Term Loan Commitment or Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender; and, an Affiliate of a Lender or an Approved Fund;
(C) the consent of the LC L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any the Revolving Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Aegion Corp), Credit Agreement (Aegion Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) and (b)(i)(C) of this Section above and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate of a the assigning Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, howeverthat if the Borrower fails to respond to a request for a consent to the assignment within ten Business Days following the date such request is received by the Borrower, that then the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for to such consent given pursuant to Section 10.02; andassignment;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Term Commitment or Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each Issuer and the LC Issuer Swing Line Lender (such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not Revolving Loans and/or Revolving Commitments to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to an Assignee other than a Lender or an Affiliate of a Revolving Lender.
Appears in 2 contracts
Samples: Credit Agreement (Hanger Orthopedic Group Inc), Credit Agreement (Hanger Orthopedic Group Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment by a Lender except to the extent required by subsection (b)(i)(B) and (b)(i)(Cparagraph 10.6(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 (1x) a Default or an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment the Revolving Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) Issuing Lender and the Swingline Lender shall be required for any assignment in respect of any Commitment; andthe Revolving Facility
(D) Notwithstanding anything to the contrary herein, each Lender will have the right, without consent of the Swing Line Lender (such consent not Borrower or the Administrative Agent, to be unreasonably withheld assign as security all or delayed) shall be required for part of its rights under the Loan Documents to any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderFederal Reserve Bank.
Appears in 2 contracts
Samples: Credit Agreement (Radisys Corp), Credit Agreement (Radisys Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such proposed assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender or Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and;
(C) the consent of the LC Issuer Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any CommitmentCredit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderassignment.
Appears in 2 contracts
Samples: Credit Agreement (National Health Investors Inc), Credit Agreement (National Health Investors Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead 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 or with a commitment in respect of the applicable facility, an Affiliate of a such Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed or an Approved Fund with respect to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; 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 Acquisition Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender or 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 Acquisition Loan to a Person that is not a Lender; and, an Affiliate of a Lender or an Approved Fund;
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any CommitmentCredit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Credit Facility.
Appears in 2 contracts
Samples: Credit Agreement (Stonemor Partners Lp), Credit Agreement (Stonemor Partners Lp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in or an Approved Fund; provided that (x) the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five fifteen (515) Business Days following after having received notice thereof; and (y) the Borrower’s consent shall not be required during the period commencing on the Closing Date and ending on the date that is 120 days after the Closing Date (provided that the Administrative Agent has consulted with the Borrower prior to effectuating any written request for assignment during such consent given pursuant to Section 10.02; and120 day period);
(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 with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) and the Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 2 contracts
Samples: Credit Agreement (NV5 Global, Inc.), Credit Agreement (NV5 Global, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment by a Lender except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 in the case of an assignment to any Person that appears on the list of competitors of the Borrower as agreed upon by the Borrower and the Administrative Agent, and as modified from time to time with the consent of the Administrative Agent; provided that (1) no such consent shall be required during the occurrence and continuance of an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) Issuing Lender and the Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 2 contracts
Samples: Credit Agreement (Everyday Health, Inc.), Credit Agreement (Everyday Health, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(Ci)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Lead 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Revolving Commitment or any Commitment unfunded Term Loan Commitments if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Affiliate of Approved Fund with respect to such a Lender; and
(C) the consent of the LC Issuer Swingline Lender, Xxxxx Fargo (if Xxxxx Fargo is an Issuing Bank) and each other Issuing Bank with any outstanding Letter of Credit at such time, if any, (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any a Revolving Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Hudson Pacific Properties, L.P.), Credit Agreement (Hudson Pacific Properties, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any (x) a Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (y) a Term Loan Commitment to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Issuing Lender and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Bravo Brio Restaurant Group, Inc.), Credit Agreement (Henry Jack & Associates Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.6(b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayeddelayed provided) shall be required unless (1I) an Event of Default under Section 8.1 has occurred and is continuing at the time of such assignment or (2II) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Commitment unfunded Commitments with respect to any Term Loan if such assignment is to a Person that is not a Lender or with a Commitment in respect thereof, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the provided that no consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) Administrative Agent shall be required for any assignment assignments to the Borrower in respect connection with the initial syndication of any Commitmentthe Loans pursuant to clause (v)(B) below; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 2 contracts
Samples: First Lien Credit and Guaranty Agreement (Airbnb, Inc.), First Lien Credit and Guaranty Agreement (Airbnb, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; providedor an Approved Fund, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (x) any unfunded Revolving Credit Commitment if such assignment is to a Person that is not a Lender or with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, (y) any unfunded Term Loan Commitment, or (z) any Term Loan if such assignment is to a Person that is not a Term Loan Lender, an Affiliate of such Term Loan Lender, or X. Xxxxx FBR, Inc.; and
(C) the consent of the LC each L/C Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 2 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead 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 or Revolving Lender, an Affiliate of a Revolving Lender which is engaged in the ordinary course or an Approved Fund of its business in extending commercial loansa Revolving Lender; provided, however, provided that the Lead Borrower Company shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Loan Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any the Revolving A Commitment unless if such assignment is to a Person that is not a Lender with a Revolving A Commitment, an Affiliate of such Lender or an Affiliate of a Approved Fund with respect to such Lender.
Appears in 2 contracts
Samples: Credit Agreement (EnerSys), Credit Agreement (EnerSys)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) 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 for (1) assignments to a Disqualified Institution and (2) all other assignments 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender or 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; and, an Affiliate of a Lender or an Approved Fund;
(C) the consent of each L/C Issuer and the LC Issuer (such consent not to be unreasonably withheld or delayed) of the Swing Line Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent Revolving Credit Facility that is not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) 10 Business Days following any after having received written request for such consent given pursuant to Section 10.02; andnotice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment (i) the Revolving Credit Facility if such assignment is to a Person that is not a Lender or with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) the Initial Term Loans or, if applicable, Incremental Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent consents of the LC Issuer Issuing Lenders and the Swingline Lender (such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 2 contracts
Samples: Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 9.06(b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead US 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead US Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request after having received notice thereof; provided, further, that the US Borrower’s consent shall not be required during the primary syndication of the Credit Facilities for such consent given pursuant Lenders previously identified in writing to Section 10.02; andthe US Borrower;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Commitment if such assignment is Class of Revolving Loans or Revolving Commitments or any unfunded Commitments with respect to any Term Loan Facility, or (ii) any Term Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Affiliate of such LenderApproved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the each Issuing Bank and each Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(Ci)(B) of this Section 14.10(b) and, in addition:
(A) the consent of the Lead Borrower Agent (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, that the Lead Borrower Agent shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of any Commitment (i) the Revolving Credit Facility if such assignment is to a Person that is not a Lender or with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) the Renewal Term Loan or the Additional Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent consents of the LC Issuer Issuing Lender and the Swingline Lender (such consent consents not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment in respect of any Commitment; and
(D) that increases the consent obligation of the Swing Line Lender assignee to participate in exposure under one or more Letters of Credit (such consent whether or not to be unreasonably withheld then outstanding) or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.the Revolving Credit Facility;
Appears in 2 contracts
Samples: Credit Agreement (Alon Brands, Inc.), Credit Agreement (Alon USA Energy, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender or an Affiliate of such Lender; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 2 contracts
Samples: Credit Agreement (Barnes & Noble Inc), Credit Agreement (Barnes & Noble Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower Company (such consent not to be unreasonably withheld or delayed; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andor an Approved Fund;
(B) the consent of the Administrative Agent Agent, in its capacity as administrative agent (such consent not to be unreasonably withheld or delayed) shall be required for any assignments in respect of any Commitment (1) Revolving Loans or Revolving Commitments if such assignment is to a Person that is not a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender or (2) any Incremental Term Loan to a Person that is not a Lender, an Affiliate of such Lendera Lender or an Approved Fund; and
(C) the consent consents of the LC L/C Issuer and the Swing Line Lender (such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Loans and Revolving Commitments.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) 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 for any assignment of unfunded Commitments unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender, a GS Approved Party or an Approved Fund or any Person disclosed to the Borrower by the Lender which is engaged in prior to the ordinary course of its business in extending commercial loansClosing Date; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment (for which its consent is required) unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following after having received notice thereof; provided further that the Borrower shall have no consent rights over any written request for such consent given pursuant to Section 10.02assignment of Loans; 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; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or , an Affiliate of a Lender, an Approved Fund with respect to a Lender or a GS Approved Party.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Basic Energy Services Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection subclause (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f), has occurred and is continuing at the time of such assignment assignment, or (2) such assignment is to a Lender or Term Lender, an Affiliate of a Term Lender which is engaged in the ordinary course or an Approved Fund of its business in extending commercial loansa Term Lender; provided, howeverthat, that subject to clause (v) below, the Lead Borrower shall be deemed to have consented if it has not responded to any such assignment of a Term Loan unless the Borrower shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any after having received such written request for such consent given pursuant to Section 10.02notice 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 unless such assignment is to a Term Lender, an Affiliate of a Term Lender or an Approved Fund of a Term Lender or to a Person that is not a Lender or Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) provided, however, that the consent of the LC Issuer (such consent Administrative Agent shall not to be unreasonably withheld or delayed) shall be required for any assignment in respect pursuant to Section 10.07(m) or to an Affiliated Lender or a Person that upon effectiveness of any Commitment; and
(D) an assignment would be an Affiliated Lender, except for the separate consent rights of the Swing Line Lender Administrative Agent pursuant to clause (such consent not to be unreasonably withheld or delayedh)(iv) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthis Section 10.07.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) of this Section 10.06 and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayedwithheld) 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund with respect to a Lender; provided, however, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Affiliate of Approved Fund with respect to such Lender; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any CommitmentCredit (whether or not then outstanding); and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderassignment.
Appears in 1 contract
Samples: Credit Agreement (Meredith Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(CB)(i)(B) of this Section Subsection and, in addition:
(A) the consent of the Lead 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by notice to Administrative Agent within five (5) 3 Business Days following any written request for such after having received notice thereof and provided, further, that Borrower’s consent given pursuant to Section 10.02; andshall not be required during the primary syndication of the Facilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Loan Commitments with respect to any Term Loan Facility if such assignment is to a Person that is not a Lender or with a Loan Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each Issuing Lender and the LC Issuer (such consent not to be unreasonably withheld or delayed) Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower PRA (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 9.01(a) or 13598911v3
Section 9.01 (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, howeverthat, that the Lead Borrower PRA shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the applicable Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative applicable Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Term Loan Commitment, Incremental Term Loan Commitment, Domestic Revolving Commitment, Canadian Revolving Commitment or Designated Borrower Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan or Incremental Term Loan to a Person that is not a Lender; and, an Affiliate of a Lender or an Approved Fund;
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) L/C Issuers and the Swing Line Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderDomestic Revolving Commitments.
Appears in 1 contract
Samples: Credit Agreement (Pra Group Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or assignment, (2) if such assignment is with respect to the Revolving Credit Facility, such assignment is to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender, (3) if such assignment is with respect to the Term Facility, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, (4) if such assignment is with respect to a Delayed Draw Term Commitment, such assignment is to a Lender or an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five or (5) Business Days following any written request for if such consent given pursuant assignment is with respect to Section 10.02; anda Delayed Draw Term Loan, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
(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 an assignment is to a Person that is not a Lender or in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and;
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) L/C Issuers and the Swing Line Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent Revolving Credit Facility that is not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Revolving Credit Lender.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Loan Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) and the Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Loans and Revolving Commitments.
Appears in 1 contract
Samples: Credit Agreement (Infrastructure & Energy Alternatives, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(Ca)(ii) of this Section 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 any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; provided, further that in the case of an assignment to a Lender or an Affiliate of a Lender which Lender, so long as no Event of Default or a Prepayment Event has occurred and is engaged in continuing at the ordinary course time of its business in extending commercial loans; providedsuch assignment, however, that the Lead Borrower such assignment shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02made in consultation with the Borrower; 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 the Commitments if such assignment is to a Person that is not (i) a Lender with, prior to the effectiveness of the assignment, a Commitment in respect of Commitments or (ii) an Affiliate of such Lender; and
(C) , unless such assignment is to any Federal Reserve Bank or, with the Borrower’s consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for ), to any assignment in respect of any Commitment; and
(D) the consent central governmental authority as collateral security pursuant to Regulation A of the Swing Line Lender (F.R.S. Board and any Operating Circular issued by such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderFederal Reserve Bank.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(Ci)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Lead 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 of the same Class of Commitments or Loans, an Affiliate of such a Lender which is engaged in the ordinary course or an Approved Fund of its business in extending commercial loanssuch a Lender; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if unless such assignment is to a Person that is not Lender of the same Class of Commitments or Loans, an Affiliate of such a Lender or an Affiliate Approved Fund of such a Lender; and
(C) the consent of each Issuing Bank and the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any a Revolving Commitment unless if such assignment is to a Lender or an Affiliate of Person that is not already a Revolving Lender.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of such Lender or an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansApproved Fund with respect to such Lender; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Additional Term Loan Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Credit Facility.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Revolving Commitments or any unfunded Term Loan Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) and the Swing Line Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Loans and Revolving Commitments.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, howeverthat, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender or Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and;
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any CommitmentCredit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any the Revolving Commitment unless if such assignment is to a Person that is not a Lender with a Revolving Commitment, an Affiliate of such Lender or an Affiliate of a Approved Fund with respect to such Lender.
Appears in 1 contract
Samples: Credit Agreement (Ancestry.com Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower Parent (such consent not to be unreasonably withheld or delayed) (but the Parent shall be deemed to have consented to any such assignment unless it objects thereto by written notice to the Administrative Agent within five (5) 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed or an Approved Fund with respect to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; 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 any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Affiliate of Approved Fund with respect to such Lender; and
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of any Commitment unless if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Affiliate of a Approved Fund with respect to such Lender.; and
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (C&J Energy Services, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, howeverthat, that with respect to assignments of Advances under the Lead Term Facility, the Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Agent within five (5) ten Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Credit Facility or any Commitment unfunded Commitments with respect to the Term Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Advances to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each Issuing Bank and the LC Issuer Swing Line Bank shall be required for any assignment in respect of the Revolving Credit Facility (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender).
Appears in 1 contract
Samples: Credit Agreement (Dollar Tree Inc)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in or an Approved Fund; provided that, the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line each Issuing Bank and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of any Commitment unless the Revolving Facility if such assignment is to a Person that is not a Lender with a Revolving Commitment, an Affiliate of such Lender or an Affiliate of a Approved Fund with respect to such Lender.
Appears in 1 contract
Samples: Credit Agreement (Globant S.A.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(Ca)(ii) of this Section 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 any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; provided, further that in the case of an assignment to a Lender or an Affiliate of a Lender which Lender, so long as no Event of Default or a Prepayment Event has occurred and is engaged in continuing at the ordinary course time of its business in extending commercial loans; providedsuch assignment, however, that the Lead Borrower such assignment shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02made in consultation with the Borrower; 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 the Commitments if such assignment is to a Person that is not (i) a Lender with, prior to the effectiveness of the assignment, a Commitment in respect of Commitments or (ii) an Affiliate of such Lender; and
(C) , unless such assignment is to any Federal Reserve Bank, or with the Borrower’s consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for ), to any assignment in respect of any Commitment; and
(D) the consent central governmental authority as collateral security pursuant to Regulation A of the Swing Line Lender (F.R.S. Board and any Operating Circular issued by such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderFederal Reserve Bank.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, howeverthat, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender or 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 or any Incremental Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each L/C Issuer and the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Facility.
Appears in 1 contract
Samples: Credit Agreement (Aerojet Rocketdyne Holdings, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower Company (such consent not to be unreasonably withheld or delayed; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andor an Approved Fund;
(B) the consent of the Administrative Agent Agent, in its capacity as administrative agent (such consent not to be unreasonably withheld or delayed) shall be required for any assignments in respect of any Commitment (1) Revolving Loans or Revolving Commitments if such assignment is to a Person that is not a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender or (2) any Term Loan or Incremental Term Loan to a Person that is not a Lender, an Affiliate of such Lendera Lender or an Approved Fund; and
(C) the consent consents of the LC L/C Issuer and the Swing Line Lender (such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Loans and Revolving Commitments.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(b)(i)(B) and (b)(i)(C) of this Section and, in addition:
: (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(1) or Section 8.01(6) (solely with respect to Holdings and the Borrower) has occurred and is continuing at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) in respect of an assignment of all or a portion of the Loans, such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any assignment of all or a portion of the Term Loans unless it has not responded shall have objected thereto by written notice to the Administrative Agent within five (5) 10 Business Days following any written after having received notice of a failure to respond to such request for such assignment; provided further that no consent given of the Borrower shall be required for an 259 US-DOCS\123992845.16 042525-0274 assignment of all or a portion of the Loans pursuant to Section 10.0210.07(h), (k) or (l); and
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 a Lender or an Affiliate of such Approved Fund with respect to a Lender; and
(C) the provided that no consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) Administrative Agent shall be required for any an assignment in respect (i) of any Commitment; and
(D) the consent all or a portion of the Swing Line Lender Loans pursuant to Section 10.07(g), (such consent not to be unreasonably withheld h), (k) or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender(l).
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) 10 Business Days following any after having received written request for such consent given pursuant to Section 10.02; andnotice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment (i) the Revolving Credit Facility if such assignment is to a Person that is not a Lender or with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) the Term B-1 Loans or, if applicable, Incremental Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent consents of the LC Issuer Issuing Lenders and the Swingline Lender (such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Switch, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(C) of this Section 11.06 and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld withheld, conditioned 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 or Lender, an Affiliate of a Lender which is engaged in or an Approved Fund; provided that (x) the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following after having received notice thereof and (y) the parties agree that the Borrower may, in its sole discretion, withhold its consent to a proposed assignment to any written request for Person that is known by the Borrower to be a Disqualified Institution or an Affiliate thereof, regardless of whether such consent given pursuant to Section 10.02; andAffiliate is identifiable on the basis of its name;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender or with a Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) and the Swingline Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 1 contract
Samples: Credit Agreement (Bandwidth Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(C) of this Section 11.06 and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, howeverthat, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment, any unfunded Incremental Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender or 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 or Incremental Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of each L/C Issuer and the LC Issuer Swingline Lender shall be required for any assignment in respect of the Revolving Facility (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender).
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.4(b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02after having received notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; andand LEGAL02/36800330v21
(C) the consent of the LC Issuer Issuing Bank and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in additionother than:
(A) any consent required by Section 10.06(b)(i)(B);
(B) the consent of the Lead Administrative Borrower (such which consent shall not to be unreasonably withheld withheld, conditioned or delayed); provided that such Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to each Agent within ten (10) Business Days following the date it received notice of such assignment; provided further that no consent of Administrative Borrower shall be required unless under this Section 10.06(b)(iii)(B) if (1I) an Event of Default has occurred and is continuing at the time of such assignment or (2II) such assignment is to a Lender or an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five Eligible Assignee under clauses (5a) Business Days following any written request for such consent given pursuant to Section 10.02; and
through (Bd) 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 Lenderdefinition thereof; and
(C) the consent of the LC Issuer each Agent (such which consent shall not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any if such assignment in respect is: (I) an assignment of any a Commitment to a Person (irrespective of whether such Person is an Eligible Assignee) who does not then have a Commitment; and
or (DII) the consent an assignment of Loans to a Person that is not an Eligible Assignee under clauses (a) through (d) of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderdefinition thereof.
Appears in 1 contract
Samples: Loan and Security Agreement (Alliance Entertainment Holding Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 10.01(a) or (h)(i) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Affiliate of Approved Fund with respect to such Lender; and
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitmentassignment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderassignment.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(Ca)(ii) of this Section 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 any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; provided, further that in the case of an assignment to a Lender or an Affiliate of a Lender which Lender, so long as no Event of Default or a Prepayment Event has occurred and is engaged in continuing at the ordinary course time of its business in extending commercial loans; providedsuch assignment, however, that the Lead Borrower such assignment shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02made in consultation with the Borrower; 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 the Commitments if such assignment is to a Person that is not (i) a Lender with, prior to the effectiveness of the assignment, a Commitment in respect of Commitments or (ii) an Affiliate of such Lender; and
(C) , unless such assignment is to any Federal Reserve Bank, or with the Borrower’’s consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for ), to any assignment in respect of any Commitment; and
(D) the consent central governmental authority as collateral security pursuant to Regulation A of the Swing Line Lender (F.R.S. Board and any Operating Circular issued by such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderFederal Reserve Bank.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower Representative (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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower Representative shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Agent within five (5) Business Days following any written request for such after having received notice thereof; and provided, further, that the Borrower Representative’s consent given pursuant to Section 10.02; andshall not be required during the primary syndication of the Facilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Revolving Credit and/or any Commitment unfunded Commitments with respect to the Draw Term Credit if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, and (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) and each Swing Line Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Addus HomeCare Corp)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) and (b)(i)(C) 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 (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment (i) the Revolving Credit Facility if such assignment is to a Person that is not a Lender or with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) the Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent consents of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) Issuing Lenders and the consent of the Swing Line Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolving Credit Facility.
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Financial, Inc.)
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (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 or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of (i) the Revolving Facility or any Commitment unfunded Commitments with respect to the Term Facilities if such assignment is to a Person that is not a Lender or with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loans to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) each Issuing Bank shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Facility.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 6.01(a), (j) or (k) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower Company shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) ten Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Affiliate of such LenderApproved Fund; and
(C) the consent of each L/C Issuer and the LC Issuer Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect assignment. The parties hereby agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Company, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any Commitment; and
(D) of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the consent date of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthis Agreement.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(Ci)(2) of this Section subsection (b) and, in addition:
(A1) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing shall exist at the time of such assignment or assignment; provided that (2I) such assignment is to a Lender or an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to Administrative Agent within five (5) Business Days following any written request for after having received notice thereof and (II) Borrower can withhold such consent given pursuant if such assignment shall subject Borrower to Section 10.02any greater obligations under Sections 3.01 or 3.06; andprovided further that no such consent shall be required if such assignment is to a Person that is already a Bank with a Loan Commitment, an Affiliate of such a Bank or an Approved Fund with respect to such a Bank;
(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 a Loan Commitment if such assignment is to a Person that is not already a Lender or Bank with a Loan Commitment, an Affiliate of such Lendera Bank or an Approved Fund with respect to such a Bank; and
(C3) the consent of the LC Issuer each Fronting Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any a Revolving Credit Commitment unless if such assignment is to a Lender or Person that is not already a Bank with a Revolving Credit Commitment, an Affiliate of such a LenderBank or an Approved Fund with respect to such a Bank.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower Company shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five seven (57) Business Days following any written request for such after having received notice thereof; and provided, further, that the Company’s consent given pursuant to Section 10.02; andshall not be required during the primary syndication of the Facilities;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) and each Swing Line Lender shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Credit Facility.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Loan Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender or with a Commitment in respect of the applicable facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the LC L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a LenderRevolving Loans and Revolving Commitments.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(b)(i)(B) and (b)(i)(C) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayeddelayed and such consent of the Borrower being deemed to have been given by the Borrower unless it objects thereto within five 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loans; provided, however, that the Lead Borrower shall be deemed to have consented if it has not responded within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andor an Approved Fund;
(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 Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and;
(C) the consent of the LC each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in respect exposure under one or more Letters of any CommitmentCredit (whether or not then outstanding; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderassignment.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) of this Section and, in addition:: 151 DB3/ 201344542.8
(A) the consent of the Lead 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 or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead Borrower Borrowers shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five (5) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Affiliate of Approved Fund with respect to such Lender; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) L/C Issuers, the consent of the Swing Line Lender and the consent of the Alternative Currency Fronting Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the WC Commitment and the consent of the L/C Issuers and the Alternative Currency Fronting Lender (such consent not to be unreasonably withheld or delayed) shall also be required for any Commitment unless such assignment is to a Lender or an Affiliate of a Lenderthe Revolver Commitment.
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C) 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 (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 such Lender or an Affiliate Approved Fund of a Lender which is engaged in the ordinary course of its business in extending commercial loanssuch Lender; provided, however, that (1) the Lead Borrower shall be deemed to have consented if to any such assignment unless it has not responded objects thereto by written notice to the Administrative Agent within five (5) Business Days following after having received notice thereof and (2) any written request for such consent given pursuant of the Borrower otherwise required hereunder shall not be required in conjunction with the initial syndication of the Loans; provided, further, that any refusal by the Borrower to Section 10.02; andconsent to an assignment to a Disqualified Institution shall not be deemed unreasonable;
(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 unless such assignment is to a Person that is not a Lender or Lender, an Affiliate of such Lender or an Approved Fund of such Lender; provided, that any refusal by the Administrative Agent to consent to an assignment to an Existing Lien Lender shall not be deemed unreasonable; and
(C) the consent of the LC Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender[Reserved].
Appears in 1 contract
Required Consents. No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) and (b)(i)(Ci)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Lead Borrower Company (on behalf of itself and the other Borrowers) (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing pursuant to Section 10.1(a), 10.1(e) or 10.1(f) shall exist at the time of such assignment or (2y) such assignment is to a Lender or Lender, an Affiliate of a Lender which is engaged in the ordinary course of its business in extending commercial loansor an Approved Fund; provided, however, provided that the Lead each Borrower shall be deemed to have consented if to any such assignment unless it has not responded shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days following any written request for such consent given pursuant to Section 10.02; andafter having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any (x) a Revolving Commitment or Incremental Facility if such assignment is to a Person that is not already a Lender with a Revolving Commitment or any Incremental Facility, an Affiliate of such a Lender or an Affiliate of Approved Fund with respect to such a Lender; and
(C) the consent of the LC Issuer Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any a Revolving Commitment; and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Commitment unless such assignment is to a Lender or an Affiliate of a Lender.
Appears in 1 contract
