Common use of Required Consents Clause in Contracts

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) 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 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 L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 3 contracts

Samples: Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp)

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Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection (b)(i)(B) of contrary in this Section andAgreement, in additionthis Agreement shall not constitute an agreement to assign or transfer any Purchased Asset or interest therein as to which: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for assignments in respect of (i) any unfunded Term Commitment an assignment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender transfer thereof or an Approved Fund attempt to make such an assignment or transfer without a Consent (a “Required Consent”) would constitute a Breach of applicable Law, would be ineffective or would adversely affect the rights or obligations thereunder to be assigned or transferred to or for the account of Purchaser; and (ii) such Required Consent shall not have been obtained with respect to such Lender Purchased Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by Seller of any such Purchased Asset or interest therein (a “Delayed Asset”), and any assumption by Purchaser of any corresponding Assumed Liability (a “Delayed Liability”), shall be subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Seller shall use its commercially reasonable efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Seller, Purchaser or any of their respective Affiliates, and Purchaser shall reasonably cooperate with Seller in connection therewith. Until all Required Consents with respect to each Delayed Asset have been obtained (but in any event, for no longer than six (6) months following the Closing), to the extent permitted by applicable Law and not prohibited by contractual terms applicable to the Delayed Asset: (i) Seller shall hold the Delayed Asset on behalf of Purchaser; (ii) Seller shall cooperate with Purchaser for no additional consideration in any Term Loan lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) requested by Purchaser to a Person that is provide Purchaser with all of the benefits of or under any such Delayed Asset; (iii) Seller shall otherwise enforce and perform for the account of Purchaser and as directed by Purchaser any other rights and obligations of Seller arising from such Delayed Asset (and not a Lenderwaive, an Affiliate alter or amend any of a Lender or an Approved Fundsame without the consent of Purchaser); and (Civ) Purchaser shall assume no Delayed Liability with respect to the consent Delayed Asset. Seller designates Purchaser as its irrevocable, true, and lawful attorney-in-fact and grants Purchaser an irrevocable power of attorney to take all actions determined by Purchaser to be in furtherance of the L/C Issuer and the Swing Line Lender (foregoing, such consent not designation to be unreasonably withheldcoupled with an interest. Seller shall maintain its corporate or limited liability company existence until all of its obligations pursuant to this Section 1.1(e) are performed in full, delayed and all Delayed Assets are transferred and assigned hereunder. At such time and on each occasion after the Closing as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by the applicable Seller to Purchaser for no additional consideration without any further act on the part of any Party. No Delayed Liability shall be assumed by Purchaser until the corresponding Delayed Asset has been transferred or conditionedassigned to Purchaser, as applicable, in accordance with the terms and conditions of this Section 1.1(e). For purposes of clarity, it is acknowledged and agreed that Seller’s obligation under this Section 1.1(e) shall be required for any assignment in respect expire at the six (6) month anniversary of the Revolving Credit Facility. (iv)Closing, following which xxxx Xxxxxx shall have no further obligations hereunder with respect to any Delayed Asset.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bb)(i)(A)(2) of this Section above and, in addition, (x) in the case of assignments of Commitments or Letter of Credit Obligations: (A) the consent of the Borrower Applicants (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1x) an Event of Default under Section 8.01(a9.1(a), (b) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a LenderParticipant, an Affiliate of a Lender Participant or an Approved FundFund with regard to a Participant; provided that the Borrower an Applicant shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof; (B) the consent of the Administrative Agent and the Issuers (such consent consents not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityParticipant, an Affiliate of such Lender Participant 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 FundParticipant; and (C) the consent of Barclays (in its capacity as, and solely to the L/C Issuer and extent it is at the Swing Line Lender time of such assignment, an Issuer) (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility. (ivwhether or not then outstanding).

Appears in 2 contracts

Samples: Letter of Credit Agreement (McDermott International Inc), Letter of Credit Agreement (McDermott International Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section hereof and, in addition: (Aa) the consent of the Borrower (such consent not to be unreasonably withheld, withheld or delayed or conditionedand if it is delayed more than five (5) Business Days it is deemed to be given) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld, withheld or delayed or conditionedand if it is delayed more than five (5) Business Days it is deemed to be given) shall be required for assignments in respect of (i) the Revolving Facility or any unfunded Commitments with respect to any Term Commitment or any Revolving Credit Commitment Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (Cc) the consent of the L/C Issuer Issuers (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (d) the Swing Line consent of the Swingline Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving Credit Facilityassignee to participate in exposure under one or more Swingline loans (whether or not then outstanding). (iv)

Appears in 2 contracts

Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc), Credit Agreement (Jones Lang Lasalle Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clauses (b)(i)(Bb)(i)(A)(2) of this Section and (b)(i)(B)(2) above and, in addition, (1) in the case of assignments of Revolving Commitments and Letter of Credit Obligations only: (A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1x) an Event of Default under Section 8.01(a9.1(a), (b) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved FundFund with regard to a Revolving Lender; provided that the a Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Revolving Administrative Agent within five (5) 5 Business Days after having received notice thereof; (B) the consent of the Revolving Administrative Agent and each Issuer (such consent consents not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityRevolving Lender, an Affiliate of such Revolving Lender or an Approved Fund with respect to such Lender Revolving Lender; and (C) the consent of each Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (2) in the case of assignments of Term Loans: (A) the consent of the Borrowers (such consent not to be unreasonably withheld) shall be required unless (x) an Event of Default under Section 9.1(a), (b) or (iif) any Term Loan has occurred and is continuing at the time of such assignment or (y) such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved FundFund with regard to a Lender, as applicable or (z) such assignment is an assignment by Barclays to any Term Lender (as defined in the Existing Credit Agreement) as of October 17, 2019; provided that a Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Term Loan Administrative Agent within 5 Business Days after having received notice thereof and (CB) the consent of the L/C Issuer and the Swing Line Lender Term Loan Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any if such assignment in is to a Person that is not an Term Lender, an Affiliate of such Term Lender or an Approved Fund with respect of the Revolving Credit Facility. (iv)to such Term Lender.

Appears in 2 contracts

Samples: Credit Agreement (McDermott International Inc), Credit Agreement (McDermott International Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.10(a)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any the Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any the Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving Credit Facilityassignee to participate in exposure under one or more Swing Loans (whether or not then outstanding). (iv)

Appears in 2 contracts

Samples: Credit Agreement (Sterling Infrastructure, Inc.), Credit Agreement (Sterling Infrastructure, Inc.)

Required Consents. No consent shall be required for any assignment of Commitments or Loans except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f8.01(f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or (iidelayed) shall be required for any Term Loan assignment if such assignment is to a Person that is not a Lender, an Affiliate of a such Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (Fund with respect to such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit FacilityLender. (iv)

Appears in 2 contracts

Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bparagraph ‎Section 10.4(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required (x) 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 with a Commitment in respect of the applicable Facility, an Affiliate of such Lender and (y) for assignments by Defaulting Lenders 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 FundPotential Defaulting Lenders; and (C) the consent of the L/C Issuer Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), and the Swing Line consent of the Swingline Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)Commitments.

Appears in 2 contracts

Samples: Credit Agreement (STEINER LEISURE LTD), Credit Agreement (Steiner Leisure LTD)

Required Consents. No consent shall be required for In addition to any assignment except to the extent consents required by subsection (b)(i)(B) of this Section andSection, in addition: (A) so long as no Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for assignments in respect any assignment by a Lender of (i) any unfunded Term Commitment its rights or any Revolving Credit Commitment obligations hereunder if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided that such consent shall not be unreasonably withheld or delayed, and the Lender or shall provide the Borrower with a written request for consent. The Borrower shall use good faith efforts to respond in writing to any such written request for consent from the Lender within ten Business Days. For the avoidance of doubt, (i) the Borrower shall not be deemed to consent to any such written request for consent from the Lender in the event that the Borrower fails to respond thereto and (ii) as set forth in subclause (v) below, no assignment shall be made to any Term Loan BXC Competitor unless (x) an Event of Default has occurred and is continuing and (y) the Lender does not share any BXC Confidential Information with such BXC Competitor. In addition, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of a such Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (Fund with respect to such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)Lender.

Appears in 2 contracts

Samples: Credit Agreement (Blackstone Secured Lending Fund), Credit Agreement (Blackstone Secured Lending Fund)

Required Consents. No consent shall be required for any assignment except to To the extent required by subsection (b)(i)(B) that the assignment of this Section and, in addition: (A) any of the Assumed Contracts or the transfer of any Asset requires the consent of any other party thereto (including, without limitation, Seller or any affiliate), or shall be subject to any option in any other person or entity by virtue of a request for permission to assign or transfer, or by reason of or pursuant to any transfer to Purchaser, this Agreement shall not constitute a contract to assign the Borrower (same if any attempted assignment would constitute a breach thereof or give rise to such an option, and Seller shall use commercially reasonable efforts to procure consent to any such assignment; provided however, that in the event that any such consent is not obtained at or prior to the Closing, such event shall not cause the Closing to be unreasonably withheld, delayed or conditionedconstitute a default by Seller of any obligation hereunder. All Assumed Contracts which are in existence as of the date hereof which are subject to such rights and which require the payment of more than Twenty-five Thousand Dollars ($25,000.00) in cash or in kind for the unexpired portion thereof are listed on Schedule 3.3. If any such consent is not obtained, or if for any reason any such assignment is not consummated, at Purchaser's request, Seller shall cooperate with Purchaser to provide for Purchaser the benefit, monetary or otherwise, of any such Assumed Contract including, without limitation, enforcement of any and all rights of Seller against the other party thereto arising out of any breach or cancellation thereof by such party or otherwise, provided that such cooperation (i) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred at Purchaser's cost and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) 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 with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or expense and (ii) shall not cause Seller to violate any Term Loan to a Person that such Assumed Contract. Purchaser shall not assume any liability of any sort for any Assumed Contract which is not assigned to it as a Lender, an Affiliate result of a Lender or an Approved Fund; and (C) Seller's failure to obtain the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)consent.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Union Plaza Hotel & Casino Inc), Agreement of Purchase and Sale (Union Plaza Hotel & Casino Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and the last sentence of this subsection (b)(iii) and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) subject to the last sentence of this clause (iii), an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required; provided that the consent of the Administrative Agent is not 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 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; . Notwithstanding the foregoing, if an Event of Default, other than pursuant to Section 8.01(a) or Section 8.01(f), has occurred and (C) is continuing, no assignments will be permitted to be made without the consent of the L/C Issuer and the Swing Line Lender (such Borrower, which consent shall not to be unreasonably withheldwithheld or delayed, delayed other than to other Lenders, Affiliates of Lenders, Approved Funds, or conditionedother commercial banks or regulated financial institutions which are rated by (or whose direct or indirect parent are rated by) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)S&P, Xxxxx’x or Fitch.

Appears in 2 contracts

Samples: Assignment and Assumption (PayPal Holdings, Inc.), Credit and Guarantee Agreement (PayPal Holdings, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender (other than an Affiliate that is a Foreign Lender) or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, 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 L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)assignment.

Appears in 2 contracts

Samples: Credit Agreement (Helen of Troy LTD), Credit Agreement (Helen of Troy LTD)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 9.1(b)(i) of this Section and, in addition: (A) the written consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) a Default (after expiry of any grace, cure and notice periods or as further extended with the approval of the Required Lenders) or an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent Agents within five ten (510) Business Days after having received notice thereofthereof (which notice shall provide, in bold type face, that if the Borrower does not object in writing to such assignment within ten Business Days, the Borrower’s consent shall have been deemed to have been provided); and (B) the consent of the Administrative Agent Agents (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Commitments with respect to the Delayed Draw Term Commitment or any Revolving Credit Commitment Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Term Loan Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Ares Commercial Real Estate Corp)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (ix) any unfunded Term a Commitment or any Revolving Credit Commitment of a Class if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable Facilitysuch Class, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (iiy) any a Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer Issuing Banks and the Swing Line Swingline Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the a Revolving Credit FacilityCommitment. (iv)

Appears in 1 contract

Samples: Credit Agreement (Washington Real Estate Investment Trust)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the written consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the that, other than any such assignment to a Disqualified Institution, Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within given its consent five (5) Business Days after having received the date written notice thereofthereof has been delivered to Borrower by the assigning Lender (through Administrative Agent) unless such consent is expressly refused by Borrower prior to such fifth (5th) Business Day; provided, further that, notwithstanding the foregoing, no assignment shall be made to any Disqualified Institution without prior written consent of the Borrower in its sole discretion, and the Borrower may withhold its consent to any assignment to any Disqualified Institutions or any Person that is not a Disqualified Institution but is known by the Borrower to be an Affiliate of a Disqualified Institution regardless of whether such person is reasonably identifiable as an Affiliate of a Disqualified Institution; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityCommitment, 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 L/C Issuer Issuers and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facilityassignment. (iv)

Appears in 1 contract

Samples: Execution Version Credit Agreement (Azz Inc)

Required Consents. No If Seller fails to obtain any of the consents or approvals set forth in Schedule 4.5 and Schedule 4.12 (the “Required Consents”) prior to Closing, then Seller will, within sixty (60) days after the Closing Date or such longer period as Purchaser may reasonably request (but, as to the related Assigned Contract, not longer than the term thereof), use its commercially reasonable efforts to, at its own expense, (i) obtain such consent or approval, (ii) provide to Purchaser, at the request of Purchaser, the benefits and burdens of the related Assigned Contract, (iii) cooperate in any reasonable and lawful arrangement designed to provide such benefits and burdens to Purchaser without incurring any obligation to any other person or entity other than to provide such benefits to Purchaser, and (iv) enforce, at the request of Purchaser and for the account of Purchaser, any rights of Seller acquired by Purchaser hereunder arising from the related Assigned Contract. Purchaser shall be required reasonably cooperate with Seller in connection with the foregoing. Nothing in this Section 9.2 shall affect the liability of Seller, if any, pursuant to this Agreement for having failed to disclose the need for such Required Consent or to use commercially reasonable efforts to obtain such Required Consent. If (and for so long as) Purchaser receives substantially all of the benefits of the related Assigned Contract not transferred to Purchaser hereunder, then Purchaser shall perform the obligations of Seller under or in connection with such Assigned Contract for the benefit of the other parties thereto. Without limiting the generality or effect of any assignment except provision of this Agreement, to the extent required by subsection (b)(i)(B) that any Assigned Contract is not capable of being transferred without a Required Consent, nothing in this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed Agreement shall constitute a transfer or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time attempted transfer of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) 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 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 L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)Assigned Contract

Appears in 1 contract

Samples: Asset Purchase Agreement (Echo Global Logistics, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent extent(iii) required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditionedwithheld or(A) delayed) shall be required unless (1x) an Event of Default under pursuant to Section 8.01(a7.1(a) or (f) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) and the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed unreasonably(B) withheld or conditioneddelayed) shall be required for assignments in respect of (ix) a Revolving Commitment or any unfunded Term Commitment or any Revolving Credit Loan Commitment if such assignment is to a Person that is -133- not a Lender with a Commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (iiy) any a Term Loan Commitment (including any commitment in respect of any Incremental Term Facility) to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Issuing Lender (such consent not to be unreasonably withheld, delayed withheld(C) or conditioneddelayed) shall be required for any assignment assignments in respect of the a Revolving Credit Facility. (iv)Commitment.

Appears in 1 contract

Samples: Credit Agreement (Carrols Restaurant Group, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 11.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and provided further that the Borrower’s consent shall not be required during the primary syndication of the Facilities; (B) (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Harmonic Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld, withheld or delayed or conditionedand which shall be deemed given if the Lead Borrower has not responded to a request for such consent within ten (10) Business Days) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, 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 L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facilityassignment of any Commitment. (iv)

Appears in 1 contract

Samples: Credit Agreement (Casper Sleep Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in additionexcept: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (ix) any unfunded Term Commitment or any a Revolving Credit Commitment if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable FacilityRevolving Lender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (iiy) any a Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender applicable Issuing Bank (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of a Revolving Commitment; and (D) except as provided in Section 12.5.(b)(i)(A), the Revolving Credit Facilityconsent of the Administrative Agent and, so long as no Event of Default shall exist, the Borrower (each such consent not to be unreasonably withheld or delayed), shall be required for any assignment of a Commitment (or, if the Commitments are not then in effect or in the case of Term Loans, the principal outstanding balance of the Loans of such Class), which is less than $5,000,000 in an aggregate amount (unless such amount represents the entire amount of the assigning Xxxxxx’s Commitment or, if the Commitments are not then in effect or in the case of Term Loans, the entire amount of all Loans of such Class at the time owing to it); 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. (iv)

Appears in 1 contract

Samples: Credit Agreement (Equity Lifestyle Properties Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a8.01(1) or Section 8.01(6) (fsolely 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, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment of all or a portion of the Term Loans unless it shall object have objected thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereofof a failure to respond to such request for assignment; provided further that no consent 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 10.07(h), (k) or (l); and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 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 FundFund with respect to a Lender; and (C) the provided that no consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) Administrative Agent shall be required for any an assignment in respect (i) of all or a portion of the Revolving Credit FacilityLoans pursuant to Section 10.07(g), (h), (k) or (l). (iv)

Appears in 1 contract

Samples: Credit Agreement (Torrid Holdings Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: , (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall will be required for the syndication or assignment by any Lender of all or a portion of its rights and obligations under this Agreement, unless (1) a Default or an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such syndication or assignment or (2) such syndication or assignment is to a Lender, another Lender or an Affiliate of a Lender or an Approved FundLender; provided that (x) the Borrower shall will be deemed to have consented to any such assignment unless it shall object objects thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereofthereof and (y) the consent of the Borrower shall not be required upon the determination by a Lender that its ownership of any of its rights or obligations hereunder is prohibited by Applicable Law (including, without limitation, the Xxxxxxx Rule); and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided that, in each case, the Lender or (ii) shall provide prior written notice of any Term Loan such assignment to the Borrower, with a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; copy to the Collateral Administrator and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)Milbank LLP.

Appears in 1 contract

Samples: Credit Agreement (Owl Rock Core Income Corp.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section Sectionabove, and, in addition: (A) (iI) with respect to any assignment of a Revolving Commitment, the consent of the Borrower (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required required, unless (1) an a Specified 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 Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender, and (iiII) with respect to any assignment of a Term Loan (or a Term Loan Commitment), the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required, unless (1) a Specified Event of Default has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that provided, that, in each case, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required for assignments in respect of of: (iiI) any unfunded Term Loan Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityCommitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; or (iiiiII) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv);

Appears in 1 contract

Samples: Credit Agreement (Spirit AeroSystems Holdings, Inc.)

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection (b)(i)(B) of contrary in this Section andAgreement, in addition: (A) the consent of the Borrower (such consent this Agreement shall not constitute an agreement to be unreasonably withheld, delayed assign or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) transfer any Asset or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is interest therein as to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for assignments in respect of which (i) any unfunded Term Commitment an assignment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender transfer thereof or an Approved Fund attempt to make such an assignment or transfer without a Consent (a "Required Consent") would constitute a breach or violation thereof or of applicable Law and (ii) all such Required Consents shall not have been obtained with respect to such Lender Asset or (ii) any Term Loan interest therein prior to the Closing. Any transfer or assignment to a Person that is not Purchaser by any Seller of any such Asset or interest therein (a Lender"Delayed Asset"), an Affiliate and any assumption by a Purchaser of any corresponding Assumed Liability (a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld"Delayed Liability"), delayed or conditioned) shall be required for any assignment made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Sellers shall, subject to Section 8.4, use their reasonable best efforts to, and Purchasers shall provide reasonable cooperation to Sellers to, obtain all Required Consents in respect thereof as promptly as practicable following the Revolving Credit FacilityClosing, and Sellers shall obtain such Required Consents without any further cost to Purchasers or any of their Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, (iva) each Seller shall hold the Delayed Asset on behalf of the Applicable Purchaser, (b) Sellers and Purchasers shall cooperate with one another for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by the Applicable Seller as the Applicable Purchaser’s agent) to provide the Applicable Purchaser with all of the benefits of or under any such Delayed Asset, (c) to the extent of any benefits received by or for the account of the Applicable Purchaser under clause (b) above, the Applicable Purchaser shall assume and perform any corresponding Delayed Liabilities and (d) the Applicable Seller shall otherwise enforce and perform as directed by and at the expense of the Applicable Purchaser any other rights of such Seller arising from such Delayed Asset. At such time and on each occasion after the Closing Date as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by the Applicable Seller to the Applicable Purchaser for no additional consideration, and all corresponding Delayed Liabilities shall be simultaneously assumed by the Applicable Purchaser, without the need for any further act on the part of any party. The failure of Sellers to obtain a Required Consent (other than a Closing Consent (as defined in Section 6.1(k)) shall not affect the obligation of the parties to consummate the Closing provided that Sellers have fully complied with this Section 1.3 with respect to such Required Consent during the Closing Period and, provided that Sellers have so complied, the failure of Sellers to obtain a Required Consent (including a Closing Consent the delivery of which at Closing has been knowingly waived by Parent and Purchasers) will not constitute a breach of any representation or covenant of Sellers contained in this Agreement. The Delayed Assets shall constitute Assets for purposes of this Agreement. The provisions of this Section 1.3 shall not require Sellers to make any payment or financial concession to a customer for the purpose of procuring a Required Consent from such customer. Sellers represent that they have no Knowledge that any consent payment or financial concession will be required by a customer of either Seller as a condition to granting a Required Consent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ventiv Health Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment or Revolving Credit Loan if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Credit Lender, an Affiliate of such Revolving Credit Lender or an Approved Fund with respect to such Lender Revolving Credit 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 L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Integra Lifesciences Holdings Corp)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheldwithheld or delayed; provided that it shall not be unreasonable for the Company to refuse consent to any Public Lender or to any Person that is not engaged in the making, delayed purchasing, holding or conditionedinvesting in bank loans and similar extensions of credit in the ordinary course of business) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (so long as such Lender, Affiliate of a Lender or Approved Fund is not a Public Lender); provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received written notice thereof(sent in accordance with Section 11.02(a)(i)) of such proposed assignment; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, 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 L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facilityassignment. (iv)

Appears in 1 contract

Samples: Credit Agreement (Danaher Corp /De/)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower shall be required (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) (1) in the case of Term Loans such assignment is to a Lender, an Affiliate of a such Lender or an Approved Fund; provided that Fund of such Lender, or (2) in the Borrower shall be deemed to have consented to any case of Revolving Commitments or Revolving Loans, such assignment unless it shall object thereto by written notice is to the Administrative Agent within five (5) Business Days after having received notice thereofa Lender holding Revolving Commitments or an Affiliate of such Lender or an Approved Fund of such Lender; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required for assignments in respect of unless (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is of a Term Loan to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender Lender, or (ii2) any Term Loan in the case of Revolving Commitments or Revolving Loans, such assignment is to a Person that is not a Lender, Lender holding Revolving Commitments or an Affiliate of a such Lender or an Approved FundFund of such Lender; and (C) the consent of each Issuing Bank (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment that increases the L/C Issuer obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), and the Swing Line consent of the Swingline Lender (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)the

Appears in 1 contract

Samples: Credit Agreement (Ensign Group, Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Borrowing Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrowing Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereofthereof and provided further that the Borrowing Agent’s consent shall not be required during the primary syndication of the Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) 108 the consent of the each L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv).

Appears in 1 contract

Samples: Credit Agreement (Fresh Del Monte Produce Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) subject to the last sentence of this clause (iii), an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) ten Business Days after having received notice thereof; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if unless such assignment is to a Person that is not a Lender 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 Lender. Notwithstanding the foregoing, if an Event of Default, other than pursuant to Section 8.01(a) or an Approved Fund; Section 8.01(f), has occurred and (C) is continuing, no assignments will be permitted to be made without the consent of the L/C Issuer and the Swing Line Lender (such Borrower, which consent shall not to be unreasonably withheldwithheld or delayed, delayed other than to other Lenders, Affiliates of Lenders, Approved Funds, or conditionedother commercial banks or regulated financial institutions which are rated by (or whose direct or indirect parents are rated by) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)S&P, Xxxxx’x or Fitch.

Appears in 1 contract

Samples: Credit Agreement (Ebay Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 11.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or or, in the case of an assignment of Term Loans, an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment Revolving Loans or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Revolving Commitment in respect of the applicable Facility, or an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of Revolving Loans and Revolving Commitments; and (D) the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of Revolving Credit FacilityLoans and Revolving Commitments. (iv)

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection (b)(i)(B) of contrary in this Section andAgreement, in addition: (A) the consent of the Borrower (such consent this Agreement shall not constitute an agreement to be unreasonably withheld, delayed assign or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) transfer any Asset or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is interest therein as to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for assignments in respect of which (i) any unfunded Term Commitment an assignment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender transfer thereof or an Approved Fund attempt to make such an assignment or transfer without a Consent (a “Required Consent”) would constitute a breach or violation thereof or of applicable Law, or would adversely affect the rights or obligations thereunder to be assigned or transferred to or for the account of Purchaser and (ii) all such Required Consents shall not have been obtained with respect to such Lender Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by Seller of any such Asset or interest therein (ii) a “Delayed Asset”), and any Term Loan to assumption by an Acquiring Entity of any corresponding Assumed Liability (a Person that is not a Lender“Delayed Liability”), an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Seller shall use its reasonable best efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Revolving Credit FacilityClosing, and shall obtain such Required Consents without any further cost to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, (iv)a) Seller shall hold the Delayed Asset on behalf of Purchaser, (b) Seller shall cooperate with Purchaser for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) to provide Purchaser with all of the benefits of or under any such Delayed Asset, (c) to the extent of any benefits received by or for the account of Purchaser under clause (b) above, Purchaser shall assume and perform any corresponding Delayed Liabilities and (d) Seller shall otherwise enforce and perform for the account of Purchaser and as directed by Purchaser any other rights of Seller arising from such Delayed Asset. At such time and on each occasion after the Closing Date as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by Seller to Purchaser for no additional consideration, and all corresponding Delayed Liabilities shall be simultaneously assumed by Purchaser, without the need for any further act on the part of any party. [***]

Appears in 1 contract

Samples: Asset Purchase Agreement (Ventiv Health Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 11.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a9.01(a), (f) or (fg) has occurred and is continuing at the time of such assignment or (2) such assignment is to a LenderPerson that is a Lender with an outstanding Term B Loan, an Affiliate of a such Lender or an Approved FundFund with respect to such Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term B Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term B Loan if such assignment is to a Person that is not a Lender, an Affiliate of a such Lender or an Approved FundFund with respect to such Lender; and (C) the consent of the each L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv).

Appears in 1 contract

Samples: Credit Agreement (Everi Holdings Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 11.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender (other than an Affiliate that is a Foreign Lender) or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Loan Commitment, any unfunded Delayed Draw Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit FacilityFacility (such consent not to be unreasonably withheld or delayed). (iv)

Appears in 1 contract

Samples: Credit Agreement (Helen of Troy LTD)

Required Consents. No consent shall (i) Without limiting the provisions of Section 6.1(a), each of Parent and the Company further agrees to cooperate and use commercially reasonable efforts to (A) make, as promptly as practicable, all necessary filings and submissions, and thereafter make any other required submissions and obtain, as promptly as practicable, from any Governmental Authority any authorizations, exemptions, certificates, registrations, clearances, consents, orders, approvals, permits or licenses that are required under any applicable Law to be required obtained or made by the Company, its Subsidiaries, Parent or Merger Sub in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (B) promptly respond to any requests from a Governmental Authority for information under any assignment except applicable Law. Except to the extent required prohibited by subsection (b)(i)(B) of this Section andapplicable Law, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) Company and Parent shall be required unless (1) an Event promptly notify the other of Default under Section 8.01(a) any communications received by it from any Governmental Authority or (f) has occurred members of its staff that relate to the Transactions and is continuing at the time of such assignment or (2) such assignment is consider in good faith the views of one another in connection with and provide to a Lenderthe other in advance, an Affiliate any filings and submissions made or submitted by or on behalf of a Lender any party hereto pursuant to Section 6.1(a) and this Section 6.1(b)(i) or an Approved Fundany correspondence or communications with any Governmental Authority or members of its staff in connection with any filings or submissions made pursuant to Section 6.1(a) and this Section 6.1(b)(i), and if requested, accept reasonable additions, deletions or changes suggested by the other party in connection therewith; provided, however, that any correspondence or communications provided that to the Borrower other party pursuant to this sentence may be redacted (x) to remove references concerning the valuation of the Company and its Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney‑client or other privilege or confidentiality concerns. None of the parties to this Agreement shall be deemed agree to have consented participate in any meeting, telephone call or discussion with any Governmental Authority relating to any such assignment the Transactions unless it shall object thereto by written notice consults with the other parties in advance and, to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) extent permitted by such Governmental Authority, gives the consent of other parties the Administrative Agent (opportunity to attend and participate in such consent not to be unreasonably withheldmeeting, delayed telephone call or conditioned) 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 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 L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)discussion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dun & Bradstreet Corp/Nw)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section above and, in addition, in the case of assignments of the Letter of Credit Facility Commitments or Letter of Credit Obligations only: (A) the consent of the LC Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a an LC Lender, an Affiliate of a an LC Lender or an Approved FundFund with respect to an LC Lender; provided that the LC Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof; (B) the consent of the Administrative Agent and each Issuer (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Letter of Credit Facility Commitment or any Revolving Letter of Credit Commitment if such assignment is to a Person that is not a Lender 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 FundObligations; and (C) the consent of the L/C each Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility. (ivwhether or not then outstanding).

Appears in 1 contract

Samples: Credit Agreement (McDermott International Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 11.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice (which may be by e-mail or other electronic communication) thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment, Incremental Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) 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 the L/C Issuer and the Swing Line Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Alamo Group Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it they shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 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 L/C Issuer Issuers and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for required. The parties hereby agree that Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (but not Bank of America, N.A.) may, without notice to the Borrowers, assign its rights and obligations under this Agreement to any assignment in respect 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 of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Revolving Credit Facilitydate of this Agreement. (iv)99

Appears in 1 contract

Samples: Credit Agreement (Tile Shop Holdings, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section hereof and, in addition: (Aa) the consent of the Borrower (such consent not to be unreasonably withheld, withheld or delayed or conditionedand if it is delayed more than ten (10) Business Days it is deemed to be given) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld, withheld or delayed or conditionedand if it is delayed more than five (5) Business Days it is deemed to be given) shall be required for assignments in respect of (i) the Revolving Facility or any unfunded Commitments with respect to any Term Commitment or any Revolving Credit Commitment Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (Cc) the consent of the L/C Issuer Issuers (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (d) the Swing Line consent of the Swingline Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving Credit Facilityassignee to participate in exposure under one or more Swingline loans (whether or not then outstanding). (iv)

Appears in 1 contract

Samples: Credit Agreement (Jones Lang Lasalle Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in additionexcept: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (ix) any unfunded Term Commitment or any a Revolving Credit Commitment if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable FacilityRevolving Lender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (iiy) any a Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer applicable Swingline Lender and the Swing Line Lender applicable Issuing Bank (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of a Revolving Commitment; and (D) except as provided in Section 12.5.(b)(i)(A), the Revolving Credit Facilityconsent of the Administrative Agent and, so long as no Event of Default shall exist, the Borrower (each such consent not to be unreasonably withheld or delayed), shall be required for any assignment of a Commitment (or, if the Commitments are not then in effect or in the case of Term Loans, the principal outstanding balance of the Loans of such Class), which is less than $15,000,000 in an aggregate amount (unless such amount represents the entire amount of the assigning Lender’s Commitment or, if the Commitments are not then in effect or in the case of Term Loans, the entire amount of all Loans of such Class at the time owing to it); 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. (iv)

Appears in 1 contract

Samples: Credit Agreement (Equity Lifestyle Properties Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section Sections 8.01(a), (b) (with respect to covenants under Article VII only), (f) or (fg) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender (other than an assignment of a Revolving Credit Commitment to a Lender that is not a Revolving Lender), an Affiliate of a such Lender or an Approved Fund; provided that that, (x) in the case of an assignment in respect of the Term Facility, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof and (y) in the case of an assignment in respect of the Revolving Credit Facility, the Borrower shall use its reasonable best efforts to consent or object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv).

Appears in 1 contract

Samples: Credit Agreement (Salem Communications Corp /De/)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.8(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the CREDIT AGREEMENT – Page 104 Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and , (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. , and (iv)D) the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (BG Staffing, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) 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 (other than any Defaulting Lender), an Affiliate of a Lender (other than any Defaulting Lender) or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, 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 L/C Issuer Issuers (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the 47354535_7 obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)assignment.

Appears in 1 contract

Samples: Credit Agreement (DPL Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the each Borrower (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it they shall object thereto by written notice to the Administrative 181 Agent within five (5) ten Business Days after having received notice thereof; provided, further, that the Borrowers’ consent shall not be required during the primary syndication of the Revolving Facility; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityCommitment, 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 each L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Constellium Se)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Lead Administrative Borrower (such consent not to be unreasonably withheld, delayed conditioned, or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a10.1(a) or (f) or, solely with respect to the Borrowers, Section 10.1(f), has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate or branch of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments unless such assignment is (x) in respect of (i) any unfunded Term Commitment or any the Revolving Credit Commitment if such assignment is Facility, to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Commitment, an Affiliate or branch of such Lender or an Approved Fund with respect to such Lender or (iiy) any Term Loan in respect of the FILO Facility, to a Person that is not a FILO Lender, an Affiliate or branch of a FILO Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender Issuers (such consent not to be unreasonably withheld, delayed conditioned, or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. ; and (D) the consent of the Swing Loan Lender (such consent not to be unreasonably withheld, conditioned, or delayed) shall be required for any assignment in respect of the Revolving Credit Facility; (iv)

Appears in 1 contract

Samples: Credit Agreement (Signet Jewelers LTD)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has shall have occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any commitments under revolving credit facilities and unfunded Term Commitment or any Revolving Credit Commitment commitments under term loan facilities if such assignment is to a Person that is not a Lender with a Commitment commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any a funded Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender Issuing Bank (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of any Revolving Commitment; and (D) the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Credit FacilityCommitment. (iv)

Appears in 1 contract

Samples: Credit Agreement (Orion Group Holdings Inc)

Required Consents. No consent shall be required for any assignment except to the extent extent(iii) required by subsection (b)(i)(B) of this Section 10.06 and, in addition: (A) the consent of the U.S. Borrower (such consent not to be unreasonably withheld, delayed withheld(A) or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(aclause (a), or clause (f) or (fg) (with respect to a Borrower only) of Section 8.01 has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) of similar creditworthiness or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed unreasonably(B) withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable Facility, an Affiliate of such Defaulting 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 each L/C Issuer (such consent not to be unreasonably withheld or(C) delayed) shall be required for any assignment to a Defaulting Lender or that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed unreasonably(D) withheld or conditioneddelayed) shall be required for any assignment to a Defaulting Lender or in respect of the Revolving Credit Facility. (iv).

Appears in 1 contract

Samples: Credit Agreement (Gates Industrial Corp PLC)

Required Consents. No consent shall be required for any assignment assignment(iii) except to the extent required by subsection clause (b)(i)(B) of this Section and, 11.7 and in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed unreasonably(A) withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereofthereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities; (B) the consent of the Administrative Agent (such consent not to be be(B) unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) the Revolving Credit Facility or any unfunded Commitments with respect to the Term Commitment Loan A-1 Facility, the Term Loan A-2 Facility or any Revolving Credit Commitment Tranche of the Incremental Term Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility or Tranche of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (ii) any Term Loans or Incremental Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer each Issuing Lender and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditionedLender(C) shall be required for any assignment in respect of the Revolving Credit Facility. (iv).

Appears in 1 contract

Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 Person that is a Revolving Lender, an Affiliate of a any Revolving Lender or an Approved FundFund with respect to any Revolving Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if unless such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Lender, an Affiliate of such any Revolving Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Revolving Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment of a Revolving Commitment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); (D) [reserved]; and (E) the Swing Line consent of the Lead Alternative Currency Fronting Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect if upon effectiveness of the Revolving Credit Facilityapplicable assignment the proposed assignee would be an Alternative Currency Participating Lender with respect to any Alternative Currency. (iv)

Appears in 1 contract

Samples: Credit Agreement (Healthpeak Properties, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 9.1(b)(i) of this Section and, in addition: (A) the written consent of the Borrower shall be required (such consent not to be unreasonably withheldconditioned, delayed withheld or conditioned) delayed); provided that, no consent of the Borrower shall be required unless (1x) in the event a Default (after expiry of any grace, cure and notice periods or as further extended with the approval of the Required Lenders) or an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) if such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent Agents within five ten (510) Business Days after having received written notice thereof; thereof (which notice shall provide, in bold type face, that if the Borrower does not object in writing to such assignment within ten (10) Business Days, the Borrower’s consent shall have been deemed to have been provided) and (B) the consent of the Administrative Agent Agents (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is Loans to a Person that is not a Lender 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 who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Hunt Companies Finance Trust, Inc.)

Required Consents. No consent shall be required for In addition to any assignment except to the extent consents required by subsection (b)(i)(B) of this Section andSection, in addition: (A) so long as no Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for assignments in respect any assignment by a Lender of (i) any unfunded Term Commitment its rights or any Revolving Credit Commitment obligations hereunder if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided that such consent shall not be unreasonably withheld or delayed, and the Lender or shall provide the Borrower with a written request for consent. The Borrower shall use good faith efforts to respond in writing to any such written request for consent from the Lender within ten Business Days. For the avoidance of doubt, (i) the Borrower shall not be deemed to consent to any such written request for consent from the Lender in the event that the Borrower fails to respond thereto and (ii) as set forth in subclause (v) below, no assignment shall be made to any Term Loan GSO Competitor unless (x) an Event of Default has occurred and is continuing and (y) the Lender does not share any GSO Confidential Information with such GSO Competitor. In addition, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of a such Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (Fund with respect to such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)Lender.

Appears in 1 contract

Samples: Credit Agreement (Blackstone / GSO Secured Lending Fund)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments all assignments, subject to such assignment, if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consent of the Swing Line Lender (such consent not to unreasonably withheld or delayed) shall be required for any assignment in respect of (i) any unfunded Term Commitment or any the Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Commitment, 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 L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iviii)

Appears in 1 contract

Samples: Credit Agreement (Voya PRIME RATE TRUST)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund in respect of the Revolving Credit Facility, the Term Facility, the Tranche B Facility or, the Tranche B2 Facility or the Tranche B3 Facility; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any the Revolving Credit Commitment Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (ii) any Term Loan Advances if such assignment is to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment Fund in respect of the Revolving Credit Facility. (iv), the Term Facility, the Tranche B Facility or, 166

Appears in 1 contract

Samples: Credit Agreement (Science Applications International Corp)

Required Consents. No consent shall be required for any assignment (iii) except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition: (A) the consent of the Borrower (such consent not to be (A) unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing Continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) and provided further that the Borrower’s consent shall not be required during the primary syndication of the Facilities. 112 9482345 the consent of the Administrative Agent (such consent not to be (B) unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of under 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 LenderLender under the applicable Facility, an Affiliate of a such Lender or an Approved FundFund with respect to such Lender. Assignment and Acceptance. The parties to each assignment shall (iv) execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee in the amount of $3,500; provided, however, that (x) in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a single processing and recording fee shall be payable for such assignments and (y) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms. No Assignment to Certain Persons. No such assignment shall be made (v) (A) to any Loan Party, (B) to an Affiliate of a Loan Party, (C) to any Defaulting Lender or any of its Subsidiaries, (D) to any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons, (E) to any natural person or (F) absent the consent of the L/C Issuer Borrower (which consent may be withheld in the sole discretion of the Borrower), to a Person (an “Ineligible Assignee”) disclosed on a list of competitors of any Loan Party and their direct or indirect Subsidiaries and parent companies posted on the Platform prior to the Borrowing Date, as updated from time to time (but no more often than quarterly) by the Borrower by posting a new such list of Ineligible Assignees on the Platform. Certain Additional Payments. In connection with any assignment of (vi) rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Swing Line Administrative Agent, the applicable pro-rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such consent not interest shall be deemed to be unreasonably withhelda Defaulting Lender for all purposes of this Agreement until such compliance occurs. Luxembourg Civil Code. In case of an assignment, delayed transfer or conditionednovation (vii) shall be required for by a Lender of all or any assignment in respect part of its rights and obligations under any of the Revolving Credit FacilityLoan Documents, such Lender and assignee Lender shall agree that, for the purposes of Article 1278 of the Luxembourg Civil Code (to the extent applicable), the security interest created under the Security Documents securing the rights assigned, transferred or novated thereby, will be preserved for the benefit of the assignee Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (iv)c) of this Section 10.06, from and after the effective date specified in each Assignment and 113 9482345

Appears in 1 contract

Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 11.06 and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the each L/C Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv).

Appears in 1 contract

Samples: Credit Agreement (COMMERCIAL METALS Co)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any the Revolving Credit Commitment Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityCommitment, 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 consents of the L/C Issuer Issuing Lenders and the Swing Line Swingline Lender (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Kforce Inc)

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Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection (b)(i)(B) of contrary in this Section andAgreement, in additionthis Agreement shall not constitute an agreement to assign or transfer any Purchased Asset or interest therein as to which: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for assignments in respect of (i) any unfunded Term Commitment an assignment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender transfer thereof or an Approved Fund attempt to make such an assignment or transfer without a Consent (a “Required Consent”) would constitute a Breach of applicable Law, would be ineffective or would adversely affect the rights or obligations thereunder to be assigned or transferred to or for the account of Purchaser; and (ii) such Required Consent shall not have been obtained with respect to such Lender Purchased Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by any Seller of any such Purchased Asset or interest therein (a “Delayed Asset”), and any assumption by Purchaser of any corresponding Assumed Liability (a “Delayed Liability”), shall be subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, each Seller shall use its commercially reasonable efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Purchaser or any of its Affiliates, and Purchaser shall reasonably cooperate with each Seller in connection therewith. Until all Required Consents with respect to each Delayed Asset have been obtained: (i) Sellers shall hold the Delayed Asset on behalf of Purchaser; (ii) each Seller shall cooperate with Purchaser for no additional consideration in any Term Loan lawful arrangement (including subleasing or subcontracting, or performance thereunder by Sellers as Purchaser’s agent) requested by Purchaser to a Person that is provide Purchaser with all of the benefits of or under any such Delayed Asset; (iii) each Seller shall otherwise enforce and perform for the account of Purchaser and as directed by Purchaser any other rights and obligations of any Seller arising from such Delayed Asset (and not a Lenderwaive, an Affiliate alter or amend any of a Lender or an Approved Fundsame without the written consent of Purchaser); and (Civ) Purchaser shall assume no Delayed Liability with respect to the consent Delayed Asset. Each Seller designates Purchaser as its irrevocable, true, and lawful attorney-in-fact and grants Purchaser an irrevocable power of attorney solely to take all actions reasonably determined by Purchaser to be in furtherance of the L/C Issuer and the Swing Line Lender (foregoing, such consent not designation to be unreasonably withheldcoupled with an interest. Each Seller shall maintain its corporate or limited liability company existence until all of its obligations pursuant to this Section 1.1(e) are performed in full, delayed or conditioned) and all Delayed Assets are transferred and assigned hereunder. At such time and on each occasion after the Closing as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by the applicable Seller to Purchaser for no additional consideration without any further act on the part of any Party. No Delayed Liability shall be required for any assignment assumed by Purchaser until the corresponding Delayed Asset has been transferred or assigned to Purchaser, as applicable, in respect accordance with the terms and conditions of the Revolving Credit Facility. (ivthis Section 1.1(e).

Appears in 1 contract

Samples: Asset Purchase Agreement (Rent a Center Inc De)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Revolving Commitment or any Revolving Credit Commitment Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender Issuers (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the any Revolving Credit Facility. (iv)Commitment, unless such assignment is to an existing Lender that is not a Defaulting Lender.

Appears in 1 contract

Samples: Credit Agreement (American Healthcare REIT, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Administrative Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an a Specified Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a LenderLender or, in the case of Term Loans, an Affiliate of a Lender or an Approved Fund; provided that the Administrative Borrower shall be deemed to have consented to any such assignment of Term Loans unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; and (B) the consent of (i) the Administrative Agent and (ii) except in the case of Term Loans, the Issuing Lender and the Swingline Lender (in each case, such consent not to be unreasonably withheldwithheld or delayed, delayed or conditionedor, for so long as VNB is an Issuing Lender and/or Swingline Lender, in VNB’s sole discretion) 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 with a Commitment in respect of the applicable FacilityLender, 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 L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: 97570842v91 Credit Agreement (Pagaya Technologies Ltd.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) 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 (other than any Defaulting Lender), an Affiliate of a Lender (other than any Defaulting Lender) or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, 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) 47012838_8 the consent of the L/C Issuer Issuers (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)assignment.

Appears in 1 contract

Samples: Credit Agreement (DPL Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 13.1 and, in additionaddition thereto: (A) the consent of the Borrower Representative (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required unless (1x) an a Specified Event of Default under Section 8.01(a) or (f) has shall have occurred and is continuing at the time of such assignment or (2y) such assignment is made by Regions Bank or is made by any Lender other than Regions Bank to a any other Lender, or to an Affiliate of a Lender or to an Approved FundFund with respect to a Lender; provided that the Borrower Representative shall be deemed to have consented to any such assignment requiring its consent unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if unless such assignment is made by Regions Bank or is made by any Lender other than Regions Bank to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, 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 L/C LC Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the assignment of any Revolving Credit FacilityCommitment; and (D) the consent of the Swing Line Lender shall be required for any assignment in respect of the assignment of any Revolving Commitment. (iv)

Appears in 1 contract

Samples: Credit Agreement (Alpha Metallurgical Resources, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) B)(xxiii)0 of this Section and, in addition: (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld, withheld or delayed or conditionedand shall be deemed given if the Lead Borrower has not responded to a request for such consent within seven (7) Business Days) shall be required unless (1) an Event of a Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) and the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, 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 L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)assignment of any Commitment.

Appears in 1 contract

Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required extentrequired by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the addition:(A)the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditionedwithheld ordelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of timeof such assignment or assignment; (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundApprovedFund; provided or (z) the assignment is made in connection with the primary syndication of the creditfacilities and during the period commencing on the Closing Date and ending on the date that isninety (90) days following the Closing Date;provided that, with respect to any assignment ofTerm Loans, the Borrower shall be deemed to have consented to any such assignment unless it shall itshall object thereto by written notice to the Administrative Agent within five seven (57) Business Days after Daysafter having received notice thereof; (B) the thereof;(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed unreasonablywithheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment Loans orRevolving Commitments if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolvingCommitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan ii)Term Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the Fund;provided that no consent of the L/C Issuer Administrative Agent shall be required for an assignment of all orany portion of a Term Loan to the Borrower or an Affiliate of the Borrower made in accordancewith Section 9.10(h) or Section 9.22 ; and(C)the consents of the Issuing Banks and the Swing Line Swingline Lender (such consent not to consents notto be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (ivLoansor Revolving Commitments.(iv)

Appears in 1 contract

Samples: Credit Agreement (Consolidated Communications Holdings, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) 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 assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that provided, that, solely with respect to assignments of Term Loans (but not with respect to assignments of commitments under the Term Facility), the Borrower shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received written notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilityfacility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)99

Appears in 1 contract

Samples: Credit Agreement (Atlassian Corp PLC)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section hereof and, in addition: (Aa) the consent of the Borrower (such consent not to be unreasonably withheld, withheld or delayed or conditionedand if it is delayed more than fiveten (510) Business Days it is deemed to be given) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld, withheld or delayed or conditionedand if it is delayed more than five (5) Business Days it is deemed to be given) shall be required for assignments in respect of (i) the Revolving Facility or any unfunded Commitments with respect to any Term Commitment or any Revolving Credit Commitment Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (Cc) the consent of the L/C Issuer Issuers (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (d) the Swing Line consent of the Swingline Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving Credit Facilityassignee to participate in exposure under one or more Swingline loans (whether or not then outstanding). (iv)

Appears in 1 contract

Samples: Credit Agreement (Jones Lang Lasalle Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Representative (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 LenderBank, an Affiliate of a Lender Bank or an Approved Fund; provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender Bank with a Commitment in respect of the applicable Facilityfacility, an Affiliate of such Lender Bank or an Approved Fund with respect to such Lender Bank, or (ii2) any Term Loan or any Incremental Term Loan to a Person that is not a LenderBank, an Affiliate of a Lender Bank or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender each Issuing Bank (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility. (ivwhether or not then outstanding); and

Appears in 1 contract

Samples: Credit Agreement (Owens & Minor Inc/Va/)

Required Consents. No consent shall be required for any assignment except for the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) if such assignment is to the extent required by subsection (b)(i)(B) a Person that is not a Lender, an Affiliate of this Section such Lender or an Approved Fund with respect to such Lender, and, in addition: (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) 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 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 L/C Issuer and the Swing Line Issuing Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility(whether or not then outstanding). (iv)

Appears in 1 contract

Samples: Credit Agreement (Designer Brands Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section 11.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless for any assignment to a Competitor, and for any other assignment, provided, that the Consent of the Borrower shall not be required in connection with an assignment to a non-Competitor if (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Ameresco, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 Person that is a Revolving Lender, an Affiliate of a any Revolving Lender or an Approved FundFund with respect to any Revolving Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if unless such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Lender, an Affiliate of such any Revolving Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Revolving Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment of a Revolving Commitment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); (D) [reserved]; and (E) the Swing Line consent of the Lead Alternative Currency Fronting Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect if upon effectiveness of the Revolving Credit Facility. (iv)applicable assignment the proposed assignee would be an Alternative Currency Participating Lender with respect to any Alternative Currency.

Appears in 1 contract

Samples: Credit Agreement (Healthpeak Properties, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an a Specified Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2y) such assignment is of a Term Loan to a Lender, an Affiliate of a such Lender or an Approved FundFund of such Lender or (z) such assignment is of the Revolving Commitment (or if the Revolving Commitment is not then in effect, Revolving Credit Exposure) to another Lender with a Revolving Commitment or Revolving Credit Exposure or an Affiliate of such Lender; provided that the Borrower shall be deemed to have consented to any such assignment (including a consent to an assignment which does not meet the minimum assignment thresholds specified above) unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if unless such assignment is of a Term Loan to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to of 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 L/C Issuer and the Swing Line Lender Issuing Bank (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility(whether or not then outstanding). (iv)

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that that, (i) in no event shall any such assignment be made to any Competitor of the Loan Parties and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 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 L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Sunrun Inc.)

Required Consents. No consent shall be required for any assignment assignment(iii) except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be be(A) unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has shall have occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the 133 Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be be(B) unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment Revolving Commitments or any Revolving Credit Commitment portion of the Existing Term Loan or any Additional Term Loan if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, 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 L/C Issuer and the Swing Line Lender Issuing Bank (such consent not to be be(C) unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of any Revolving Commitment; and the consent of the Swingline Lender (such consent not to be(D) unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Commitment. Assignment Agreement. The parties to each assignment shall execute(iv) and deliver to the Administrative Agent an Assignment Agreement, together with a processing and recordation fee in the amount of $3,500, unless waived, in whole or in part by the Administrative Agent in its discretion. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. No Assignment to Borrower, Affiliates or Subsidiaries. No such(v) assignment shall be made to the Borrower, any of the Borrower’s Affiliates or Subsidiaries, or any Defaulting Lender. No Assignment to Natural Persons. No such assignment shall be made(vi) to a natural person. Certain Additional Payments. In connection with any assignment of(vii) rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit Facilityand Swingline Loans in accordance with its Revolving Commitment Percentage. (iv)Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 134

Appears in 1 contract

Samples: Credit Agreement (Physicians Realty Trust)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an ’s Affiliate that is a financial institution or to another Lender unless on the date of such assignment the assignee would be entitled to make a Lender demand pursuant to Section 2.11 or an Approved Fund2.14 (in which case such assignment shall be permitted only if the assignee shall waive in a manner satisfactory to the Company in form and substance its rights to make such a demand); provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable Facility, or 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 L/C Issuer and the Swing Line Lender each Issuing Bank (such consent of each Person not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Interpublic Group of Companies, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that that, the Borrower Company shall be deemed to have consented to any such assignment unless it the Company shall object thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Issuing Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility. (ivwhether or not then outstanding);

Appears in 1 contract

Samples: Credit Agreement (Corelogic, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any the Revolving Credit Commitment Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any the Term Loan Facility to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment assignments in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: 4 Credit Agreement (Donaldson Co Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under pursuant to Section 8.01(a8.01(b), (f) or (fg) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be have been deemed to have consented to any such assignment unless it shall object have objected thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received receiving written notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to unreasonably withheld or (iidelayed) shall be required for any Term Loan assignment if such assignment is to a Person that is not a Lender, an Affiliate of a such Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (Fund with respect to such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit FacilityLender. (iviii)

Appears in 1 contract

Samples: Credit Agreement (Laboratory Corp of America Holdings)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; and provided, further, that the Borrowers’ consent shall not be required during the primary syndication of the Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityRevolving Credit Commitment, 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 L/C Issuer Issuing Bank and the Swing Line Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the Revolving Credit Facility. (iv).

Appears in 1 contract

Samples: Credit Agreement (Scholastic Corp)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clauses (b)(i)(Bb)(i)(A)(2) of this Section and (b)(i)(B)(2) above and, in addition, (1) in the case of assignments of Revolving Commitments and Revolving Letter of Credit Obligations only: (A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (1x) an Event of Default under Section 8.01(a9.1(a), (b) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved FundFund with regard to a Revolving Lender; provided that the a Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Revolving Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Revolving Administrative Agent and each Issuer (such consent consents not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityRevolving Lender, an Affiliate of such Revolving Lender or an Approved Fund with respect to such Lender Revolving Lender; and (C) the consent of each Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (2) in the case of assignments of Term Loans: (A) the consent of the Borrowers (such consent not to be unreasonably withheld) shall be required unless (x) an Event of Default under Section 9.1(a), (b) or (iif) any Term Loan has occurred and is continuing at the time of such assignment or (y) such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved FundFund with regard to a Lender, as applicable or (z) such assignment is an assignment by Barclays to any Term Lender (as defined in the Existing Super-Priority Credit Agreement) (or, without duplication, to any (i) assignee of any such Term Lender to the extent a trade confirmation has been entered into and delivered to Barclays as Term Loan Administrative Agent (as defined in the Existing Super-Priority Credit Agreement) but has not yet been recorded in the Term Register (as defined in the Existing Super-Priority Credit Agreement) as of January 17, 2020 or (ii) any subsequent assignee of any such assignee referred to in the foregoing clause (i) or in this clause (ii) to the extent a trade confirmation has been entered into and delivered to Barclays as Term Loan Administrative Agent (as defined in the Existing Super-Priority Credit Agreement) but has not yet been recorded in the Term Register (as defined in the Existing Super-Priority Credit Agreement) as of January 17, 2020 (it being understood for purposes of this clause (z) that Barclays will provide Borrowers a consolidated schedule of all such assignments); provided that a Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Term Loan Administrative Agent within five Business Days after having received notice thereof and (CB) the consent of the L/C Issuer and the Swing Line Lender Term Loan Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any if such assignment in is to a Person that is not a Term Lender, an Affiliate of such Term Lender or an Approved Fund with respect of the Revolving Credit Facility. (iv)to such Term Lender.

Appears in 1 contract

Samples: Credit Agreement (McDermott International Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Bb)(i) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved Fundthat is in the business of making and/or buying loans of the type described herein; provided that (i) if the assignment is to an Affiliate of a Lender either the Borrower consents to the assignment or the assignee represents and warrants that it will not fund any portion of any Advance with the plan assets of any “employee benefit plan” (as defined by Section 3(3) of ERISA) that is subject to Title I of ERISA, or any “plan” defined by and subject to Section 4975 of the Code if it would cause the Borrower to incur any prohibited transaction excise tax penalties under Section 4975 of the Code and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 who is not a Lender 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 FundLender; and (C) the consent of the L/C Issuer each Issuing Bank and the Swing Line Lender Bank (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Five Year Credit Agreement (Gatx Corp)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required (1) if such assignment is to a Person that is engaged in similar lines of business of, or is a competitor to, the Company or any of its Subsidiaries, which Person has been designated by the Company in its reasonable discretion by written notice to the Administrative Agent and the Lenders (including by posting such notice to the Platform) not less than ten Business Days prior to such date of assignment (it being understood and agreed that the Company’s withholding of consent to an assignment to such a Person shall be deemed reasonable); provided that in no event shall such written notice apply retroactively to disqualify any Person that has previously acquired an interest in the Loans and/or the Commitments that is otherwise permitted hereunder; and (2) for all other assignments unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower Company shall be deemed to have consented to any such assignment under this clause (iii)(A)(2) unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Granite Construction Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an a Specified 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 Revolving Lender, an Affiliate of a Revolving Lender or an Approved FundFund of a Revolving Lender; provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Loan Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilityfacility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)A Commitment if such assignment is to a Person that is not a Lender with a Revolving A Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

Appears in 1 contract

Samples: Credit Agreement (EnerSys)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for (x) 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 with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect facility subject to such Lender or (ii) any Term Loan to a Person that is not a Lenderassignment, an Affiliate of a Lender or an Approved FundFund and (y) assignments by Defaulting Lenders; and (C) the consent of the L/C Issuer Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), and the Swing Line consent of the Swingline Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit FacilityCommitments. (iv)

Appears in 1 contract

Samples: Credit Agreement (Molina Healthcare, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and the last sentence of this subsection (b)(iii) and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) subject to the last sentence of this clause (iii), an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (B) the consent of the Administrative Agent Agent, each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required; provided that the consent of the Administrative Agent is not 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 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; . Notwithstanding the foregoing, if an Event of Default, other than pursuant to Section 8.01(a) or Section 8.01(f), has occurred and (C) is continuing, no assignments will be permitted to be made without the consent of the L/C Issuer and the Swing Line Lender (such Borrower, which consent shall not to be unreasonably withheldwithheld or delayed, delayed other than to other Lenders, Affiliates of Lenders, Approved Funds, or conditionedother commercial banks or regulated financial institutions which are rated by (or whose direct or indirect parent are rated by) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)S&P, Xxxxx’x or Fitch.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (PayPal Holdings, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in additionexcept that: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) described in clauses (a), (b), (h), or (fi) of Article VII has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received the Borrower’s receipt of written notice thereofof the request for its consent; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required for assignments if (x) such assignment in respect of (i) any unfunded Term Commitment or any Revolving the USD Credit Commitment if such assignment Facility is to be a Person that is not a Lender with a Commitment in respect of the applicable FacilityUSD Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (iiy) any Term Loan such assignment in respect of the MC Credit Facility is to be a Person that is not a LenderLender with an MC Commitment, an Affiliate of a such Lender or an Approved FundFund with respect to such Lender; and (C) the consent of each of the Fronting Bank and the Several L/C Issuer and Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of the MC Credit Facility; the consent of each MC Swing Line Lender (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) shall be required for any assignment in respect of the Revolving MC Credit Facility. ; the consent of each USD Swing Line Lender (iv)such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of the USD Credit Facility.

Appears in 1 contract

Samples: Credit Agreement (Cme Group Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection Subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i1) any unfunded Term Revolving Commitment or any Revolving Credit Commitment Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment in respect of the any Revolving Credit FacilityCommitment, unless such assignment is to an existing Lender that is not a Defaulting Lender. (iv)

Appears in 1 contract

Samples: Credit Agreement (Griffin-American Healthcare REIT III, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 with a Commitment in respect of the applicable FacilityLender, 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 each L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment; and (D) the consent of each Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facilityassignment. (iv)

Appears in 1 contract

Samples: Credit Agreement (Oneok Inc /New/)

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection (b)(i)(B) of contrary in this Section andAgreement, in addition: (A) the consent of the Borrower (such consent this Agreement shall not constitute an agreement to be unreasonably withheld, delayed assign or conditioned) shall be required unless (1) an Event of Default under Section 8.01(a) transfer any Asset or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is interest therein as to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for assignments in respect of which (i) any unfunded Term Commitment an assignment or any Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender transfer thereof or an Approved Fund attempt to make such an assignment or transfer without a Consent (a “Required Consent”) would constitute a breach or violation thereof or of applicable Law, or would adversely affect the rights or obligations thereunder to be assigned or transferred to or for the account of Purchaser and (ii) all such Required Consents shall not have been obtained with respect to such Lender Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by Seller of any such Asset or interest therein (ii) a “Delayed Asset”), and any Term Loan to assumption by Purchaser of any corresponding Assumed Liability (a Person that is not a Lender“Delayed Liability”), an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Seller shall use its reasonable best efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Revolving Credit FacilityClosing, and shall obtain such Required Consents without any further cost to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, (iv)a) Seller shall hold the Delayed Asset on behalf of Purchaser, (b) Seller shall cooperate with Purchaser for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) to provide Purchaser with all of the benefits of or under any such Delayed Asset, (c) to the extent of any benefits received by or for the account of Purchaser under clause (b) above, Purchaser shall assume and perform any corresponding Delayed Liabilities and (d) Seller shall otherwise enforce and perform for the account of Purchaser and as directed by Purchaser any other rights of Seller arising from such Delayed Asset. At such time and on each occasion after the Closing Date as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by Seller to Purchaser for no additional consideration, and all corresponding Delayed Liabilities shall be simultaneously assumed by Purchaser, without the need for any further act on the part of any party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ventiv Health Inc)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has shall have occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment Revolving Commitments or any Revolving Credit Commitment portion of the Term Loan if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, 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 L/C Issuer and the Swing Line Lender Issuing Bank (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the any Revolving Credit Facility. (iv)Commitment; and 121

Appears in 1 contract

Samples: Credit Agreement (Physicians Realty L.P.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section 10.6 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) 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 assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) the Revolving Facility or any unfunded Commitments with respect to the Term Commitment or any Revolving Credit Commitment Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer Issuing Lender and the Swing Line Swingline Lender (such consent consents not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv)

Appears in 1 contract

Samples: Credit Agreement (Privia Health Group, Inc.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 13.12(a)(i)(B) of this Section and, in addition: (Aa) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (i) any unfunded Term Commitment or any the Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any the Term Loan Credit to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (Cc) the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility(whether or not then outstanding). (iv)

Appears in 1 contract

Samples: Credit Agreement (CalAmp Corp.)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless (1x) an a Default or Event of Default under Section 8.01(a) or (f) has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a LenderLender of the same Class of Commitments or Loans, to an Affiliate of a such Lender or an Approved FundFund in respect of such Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required for assignments in respect of (ix) any unfunded Term Commitment or any Revolving Credit a Commitment if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable Facilitysame Class of Commitments, an Affiliate of such a Lender or an Approved Fund in respect of such a Lender with respect to such Lender or (iiy) any Term Loan or, if the Revolving Commitments have been terminated, any Revolving Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the L/C Issuer Issuing Banks and the Swing Line Swingline Lender (such consent not to be unreasonably withheldwithheld or delayed), delayed or conditioned) as applicable, shall be required for any assignment in respect of the a Revolving Credit FacilityCommitment; provided, however, that no such consent is required if such assignment is to a Person that is already a Revolving Lender with a Revolving Commitment, an Affiliate of such Revolving Lender or an Approved Fund with respect to such Revolving Lender. (iv)

Appears in 1 contract

Samples: Credit Agreement (DiamondRock Hospitality Co)

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