Common use of Prior Consent Clause in Contracts

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative Borrower shall be deemed to have granted its consent unless Administrative Borrower has expressly objected to such assignment within five Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative Borrower shall be deemed to have granted its consent unless Administrative Borrower has expressly objected to such assignment within five Business Days after of receipt of written notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist exist, and (ii) Administrative Borrower shall be deemed to have granted its consent unless Administrative Borrower has expressly objected to such assignment within five three Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative the Borrower and the Administrative Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned wholly‑owned by a Lender or is wholly-owned wholly‑owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative the Borrower and the Administrative Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative the Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative the Borrower shall be deemed to have granted its consent unless Administrative the Borrower has expressly objected to such assignment within five three Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a pledge or collateral assignment of all or any portion of its rights under the Loan Documents to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve BankBank or other central bank, and as applicable, provided that no such pledge or assignment shall release such assigning Lender from its obligations hereunderhereunder or substitute such pledgee or assignee for such Lender as a party hereto.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided provided, however, that (i) the Borrower’s consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative Borrower shall be deemed to have granted its consent unless Administrative Borrower has expressly objected to such assignment within five Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative the Borrower and the Administrative Agent (other than an assignment by any Lender to any affiliate Affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another LenderLender or an Affiliate of another Lender or an Approved Fund), which consent of Administrative the Borrower and the Administrative Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative the Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and exist, (ii) Administrative [reserved] and (iii) the Borrower shall be deemed to have granted its consent unless Administrative the Borrower has expressly objected to such assignment within five three Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 10.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheldwithheld (provided that a failure of Administrative Borrower to approve a distressed debt fund or vulture fund as an Eligible Transferee shall not be deemed to be unreasonable); provided provided, however, that (i) the Administrative Borrower's consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist exist, and (ii) Administrative Borrower shall be deemed to have granted its consent unless Administrative Borrower has expressly objected to such assignment within five three Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative Borrower shall be deemed to have granted its consent unless Administrative Borrower has expressly objected to such assignment within five Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative the Borrower and the Administrative Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-wholly owned by a Lender or is wholly-wholly owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative the Borrower and the Administrative Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative the Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative the Borrower shall be deemed to have granted its consent unless Administrative the Borrower has expressly objected to such assignment within five three Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a pledge or collateral assignment of all or any portion of its rights under the Loan Documents to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve BankBank or other central bank, and as applicable, provided that no such pledge or assignment shall release such assigning Lender from its obligations hereunderhereunder or substitute such pledgee or assignee for such Lender as a party hereto.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 10.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender, and which would not result in a withholding tax with respect to any payment made with respect to the Obligations or require Borrower to make any payment under Article III hereof, or result in any illegality as contemplated in Section 3.5(a) hereof), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided provided, however, that (i) the Borrower’s consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative Borrower shall be deemed to have granted its consent unless Administrative Borrower has expressly objected to such assignment within five Business Days after notice thereofexist. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative the Borrower and the Administrative Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative the Borrower and the Administrative Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative the Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative the Borrower shall be deemed to have granted its consent unless Administrative the Borrower has expressly objected to such assignment within five three Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a pledge or collateral assignment of all or any portion of its rights under the Loan Documents to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve BankBank or other central bank, and as applicable, provided that no such pledge or assignment shall release such assigning Lender from its obligations hereunderhereunder or substitute such pledgee or assignee for such Lender as a party hereto.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative the Borrower and the Administrative Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned wholly‑owned by a Lender or is wholly-owned wholly‑owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative the Borrower and the Administrative Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative the Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative the Borrower shall be deemed to have granted its consent unless Administrative the Borrower has expressly objected to such assignment within five three Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a pledge or collateral assignment of all or any portion of its rights under the Loan Documents to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and no such or other central bank, as applicable, provided that no such pledge or assignment shall release such assigning Lender from its obligations hereunderhereunder or substitute such pledgee or assignee for such Lender as a party hereto.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 10.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided provided, however, that (i) the Borrower’s consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative Borrower shall be deemed to have granted its consent unless Administrative Borrower has expressly objected to such assignment within five Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

Prior Consent. No assignment may be consummated pursuant to this Section 12.10 11.10 without the prior written consent of Administrative the Borrower and the Administrative Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned wholly‑owned by a Lender or is wholly-owned wholly‑owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative the Borrower and the Administrative Agent shall not be unreasonably withheld; provided that (i) the consent of Administrative the Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist and (ii) Administrative the Borrower shall be deemed to have granted its consent unless Administrative the Borrower has expressly objected to such assignment within five three Business Days after notice thereof. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.