Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b) and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist at the time of such assignment, or (y) 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 thereof; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 4 contracts
Sources: Loan Agreement (Equity One, Inc.), Loan Agreement (Equity One, Inc.), Loan Agreement (Equity One, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 10.4(b)(i)(B) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y2) 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 objects thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereofthereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the credit facilities hereunder; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 4 contracts
Sources: Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 12.8(b)(i)(B) and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y) 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 written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment or Loans if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender, and (C) the consent of L/C Issuer shall be required for any assignment in respect of the Facility.
Appears in 4 contracts
Sources: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of such Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 4 contracts
Sources: Term Loan Agreement (Agree Realty Corp), Term Loan Agreement (Agree Realty Corp), Term Loan Agreement (Agree Realty Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment any Commitments if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 4 contracts
Sources: Credit Agreement (Celgene Corp /De/), Credit Agreement (Celgene Corp /De/), Credit Agreement (Celgene Corp /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment.
Appears in 4 contracts
Sources: Revolving Credit Agreement (EnLink Midstream, LLC), Revolving Credit Agreement (EnLink Midstream, LLC), Credit Agreement (EnLink Midstream, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment.
Appears in 4 contracts
Sources: Credit Agreement (Nuvasive Inc), Credit Agreement (Nuvasive Inc), Credit Agreement (Nuvasive Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment.
Appears in 4 contracts
Sources: Credit Agreement (Susser Holdings CORP), Credit Agreement (Northwest Pipe Co), Credit Agreement (Susser Petroleum Partners LP)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment in respect of the Facility.
Appears in 4 contracts
Sources: Credit Agreement (Cavco Industries Inc.), Credit Agreement (Cavco Industries Inc.), Credit Agreement (Comscore, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer shall be required for any assignment.
Appears in 3 contracts
Sources: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of the applicable Facility, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund.
Appears in 3 contracts
Sources: Credit Agreement (Advanced Energy Industries Inc), Credit Agreement (Advanced Energy Industries Inc), Credit Agreement (Advanced Energy Industries Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 12.12(a)(i)(B) and, in addition:
: (Aa) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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 thereof; and
and (Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment the Revolving Credit if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of such facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 3 contracts
Sources: Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Revolving Commitment if such assignment is to a Person that is not already a Lender with a Revolving Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment.
Appears in 3 contracts
Sources: Fourth Amendment Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.), Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.), Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; Fund provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuers and the Swing Line Lenders shall be required for any assignment.
Appears in 3 contracts
Sources: Abl Credit Agreement (Basic Energy Services Inc), Abl Credit Agreement (U.S. Well Services, Inc.), Abl Credit Agreement (Basic Energy Services Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y) 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 (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of each applicable Swing Line Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the its applicable Facility.
Appears in 3 contracts
Sources: Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment.
Appears in 3 contracts
Sources: Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co), Credit Agreement (New York Times Co)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 3 contracts
Sources: Term Loan Agreement (Vectren Utility Holdings Inc), Term Loan Credit Agreement (Vectren Corp), Term Loan Credit Agreement (Vectren Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment the Facilities, if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; 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 Letter of Credit Facility.
Appears in 3 contracts
Sources: Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender;
(C) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 3 contracts
Sources: Credit Agreement (Hunt J B Transport Services Inc), Credit Agreement (Hunt J B Transport Services Inc), Credit Agreement (Hunt J B Transport Services Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(2) of this subsection (b) Section and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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 thereof; and;
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if the Revolving Credit Facility; and
(3) the consent of the Issuing Lender and Swingline Loan Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is to a Person that is not already a Lender with a Commitment, an Affiliate in respect of such a Lender or an Approved Fund with respect to such a Lenderthe Revolving Credit Facility.
Appears in 3 contracts
Sources: Credit Agreement (TWFG, Inc.), Credit Agreement (TWFG, Inc.), Credit Agreement (TWFG, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 11.8(b)(i)(B) and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment or Revolving Credit Loans if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and (C) the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility.
Appears in 3 contracts
Sources: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Pfsweb Inc), Credit Agreement (Sunnova Energy International Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that 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 written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender;
(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment of the Revolving A Commitments; and
(D) the consent of the Dutch Swing Line Lender shall be required for any assignment of the Revolving B Commitments.
Appears in 3 contracts
Sources: Credit Agreement (Shiloh Industries Inc), Credit Agreement (Shiloh Industries Inc), Credit Agreement (Shiloh Industries Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Revolving Commitment if such assignment is to a Person that is not already a Lender with a Revolving Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 3 contracts
Sources: Credit Agreement (FXCM Inc.), Credit Agreement (FXCM Inc.), Credit Agreement (FXCM Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b§17.2(a)(ii) and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, Lender or an Affiliate of a Lender or (other than an Approved Fund); provided that the Borrower shall be deemed to have 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 thereof; and;
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(iii) the consent of the Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).
Appears in 3 contracts
Sources: Credit Agreement (Staples Inc), Credit Agreement (Staples Inc), Credit Agreement (Staples Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; andand provided, further, that Borrower’s consent shall not be required during the primary syndication of the credit facility provided herein;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of each L/C Issuer shall be required for any assignment.
Appears in 3 contracts
Sources: Credit Agreement (Dream Finders Homes, Inc.), Credit Agreement (Dream Finders Homes, Inc.), Credit Agreement (Dream Finders Homes, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 3 contracts
Sources: Credit Agreement (Fuelcell Energy Inc), Credit Agreement (Fuelcell Energy Inc), Credit Agreement (Fuelcell Energy Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist or Demand Failure Event has occurred and is continuing at the time of such assignment, or (y2) (x) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (y) such assignment is from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA to ▇▇▇▇▇▇▇ Sachs Lending Partners LLC or (3) such assignment is made at any time after the one-month anniversary of the Closing Date; 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 thereofthereof in the case of assignments of any Loans; and
(B) the consent prior notification of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment any Loan if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 3 contracts
Sources: Bridge Facility Agreement (Bellring Brands, Inc.), Bridge Facility Agreement (Post Holdings, Inc.), Bridge Facility Agreement (Post Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already 109 a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender;
(C) the consent of the L/C Issuers (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Alexander & Baldwin, Inc.), Credit Agreement (Alexander & Baldwin, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of a Specified Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Conforming Changes Amendment (Hyster-Yale Materials Handling, Inc.), Term Loan Credit Agreement (Hyster-Yale Materials Handling, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(2) of this subsection (b) Section and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of a Default shall exist has occurred and is continuing at the time of such assignment, or (y) 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 written notice thereof; andthereof and provided, further, that Borrower’s consent shall not be required during the primary syndication of the credit facilities evidenced by this Agreement;
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(3) the consent of LC Issuer shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Vantage Energy Inc.), Credit Agreement (Vantage Energy Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 12.11(b)(i)(B) and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Funda Federal Reserve Bank; provided 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 written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, Commitment or an Affiliate of such a Lender Lender; and
(C) the consent of the Letter of Credit Issuer (such consent not to be unreasonably withheld or an Approved Fund with respect to such a Lenderdelayed) shall be required for any assignment.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Fortress Private Lending Fund), Revolving Credit Agreement (Fortress Private Lending Fund)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (xI) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (yII) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFund.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (SOUTH JERSEY GAS Co), Term Loan Credit Agreement (SOUTH JERSEY GAS Co)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the The consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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 they object thereto by written notice to the Administrative Agent Agents within five (5) Business Days after having received written notice thereof; and;
(B) the The consent of the Administrative Agent Agents (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) The consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment in respect of the Revolving Commitments.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.), Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Ba)(i)(B) of this subsection (b) Section 10.09 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a LenderBank, an Affiliate of a Lender Bank or an Approved Fund; provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentBank, an Affiliate of such a Lender Bank or an Approved Fund with respect to such a LenderBank; and
(C) the consent of each Issuing Bank shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (General Mills Inc), Five Year Credit Agreement (General Mills Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 10.6(b)(i)(2) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist under Sections 8.1(a) or (f) has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, Lender or an Affiliate of a Lender Lender, provided that, notwithstanding this clause (y) (but subject in all cases to clause (x)), the Borrower’s consent shall be required if a proposed assignee does not have at least one investment grade rating from either S&P or an Approved Fund; provided ▇▇▇▇▇’▇, and, 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 within five (5) Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment any Loan if such assignment is to a Person that is not already a Lender with a Commitment, or an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Term Credit Agreement (Affiliated Managers Group, Inc.), Term Credit Agreement (Affiliated Managers Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 10.06 and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
and provided, further, that Borrower’s consent shall not be required during the primary syndication of the credit facility provided herein; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and (C) the consent of each L/C Issuer shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Dream Finders Homes, Inc.), Credit Agreement (Dream Finders Homes, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist exists at the time of such assignment, assignment or (y2) such assignment is to a Lender, an existing Lender or an Affiliate of a Lender or an Approved Fundexisting 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 (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a any Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of each L/C Issuer and each Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of L/C Issuer shall be required for any assignment.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Invesco Real Estate Income Trust Inc.), Revolving Credit Agreement (Invesco Real Estate Income Trust Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and (C) the consent of L/C Issuer shall be required for any assignment.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Invesco Real Estate Income Trust Inc.), Revolving Credit Agreement (Invesco Real Estate Income Trust Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment or Loan if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender;
(C) [Intentionally Omitted]; and
(D) [Intentionally Omitted].
Appears in 2 contracts
Sources: Term Loan Agreement (Healthcare Trust of America Holdings, LP), Term Loan Agreement (Healthcare Realty Trust Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Credit Agreement (Tortoise Midstream Energy Fund, Inc.), Credit Agreement (Tortoise MLP Fund, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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) 5 Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment the Facilities if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consents of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facilities.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Hormel Foods Corp /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of each then acting Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender shall be required for any assignment.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Voya Financial, Inc.), Revolving Credit Agreement (Voya Financial, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 if it shall object thereto by does not respond to a written notice to the Administrative Agent request for consent within five (5) 5 Business Days after having received written notice thereofDays; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (i) any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (ii) any Loan to a Person that is not a Lender., an Affiliate of a Lender or an Approved Fund;
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Container Store Group, Inc.), Senior Secured Super Priority Priming Debtor in Possession Term Loan Credit Agreement (Container Store Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.
Appears in 2 contracts
Sources: Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 11.10(b)(i)(B) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an any Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if unless such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of each L/C Issuer and Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required.
Appears in 2 contracts
Sources: Credit Agreement (Wayfair Inc.), Credit Agreement (Wayfair Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) A. the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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 written notice thereof; and;
(B) B. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.; and
Appears in 2 contracts
Sources: Credit Agreement (Scana Corp), Credit Agreement (Scana Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Ba)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of a Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLoan, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Credit Agreement (Portland General Electric Co /Or/), Credit Agreement (Portland General Electric Co /Or/)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (1) any Term Commitment if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of the applicable Facility, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender., an Affiliate of a Lender or an Approved Fund;
Appears in 2 contracts
Sources: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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 written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Credit Agreement (South Jersey Gas Co/New), Revolving Credit Agreement (South Jersey Industries Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the Swing Line Lender shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 9.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitmentin respect of the applicable Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Sonus Networks Inc), Credit Agreement (Intersections Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 seven (57) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer shall be required for any assignment (such consent not to be unreasonably withheld or delayed).
Appears in 2 contracts
Sources: Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of each L/C Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Oglethorpe Power Corp), Credit Agreement (Oglethorpe Power Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause Subsection (i)(Bb)(ii)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of a Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof, and provided, further, that Borrower’s consent shall not be required during the primary syndication of the Loan; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Construction Loan Agreement (Armada Hoffler Properties, Inc.), Construction Loan Agreement (Armada Hoffler Properties, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Term Loan Agreement (EnLink Midstream Partners, LP), Term Loan Agreement (EnLink Midstream, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.; and
(C) the consent of the L/C Issuer shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding);
Appears in 2 contracts
Sources: Credit Agreement (Samson Oil & Gas LTD), Credit Agreement (Samson Oil & Gas LTD)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of the Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Credit Agreement (Irobot Corp), Credit Agreement (Irobot Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is any Loan to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.Fund; and
Appears in 2 contracts
Sources: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 12.8(b)(i)(B) and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment or Loans if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and (C) the consent of L/C Issuer shall be required for any assignment in respect of the Commitments.
Appears in 2 contracts
Sources: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for Table of Contents assignments in respect of a Commitment if any Loan unless such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFund.
Appears in 2 contracts
Sources: Credit Agreement (ALST Casino Holdco, LLC), Credit Agreement (ALST Casino Holdco, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (1) any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (2) any Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund.
Appears in 2 contracts
Sources: Credit Agreement (Springleaf Finance Corp), Credit Agreement (Springleaf Finance Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender shall be required for any assignment.
Appears in 2 contracts
Sources: Revolving Credit Agreement (ING U.S., Inc.), Revolving Credit Agreement (ING U.S., Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition::
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of the applicable Facility, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund.
Appears in 2 contracts
Sources: Credit Agreement (Advanced Energy Industries Inc), Credit Agreement (Advanced Energy Industries Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (i) any unfunded Commitment if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of the applicable Facility, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (ii) any Loan to a Person that is not a Lender., an Affiliate of a Lender or an Approved Fund;
Appears in 2 contracts
Sources: Credit Agreement (Biocryst Pharmaceuticals Inc), Credit Agreement (Biocryst Pharmaceuticals Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; provided that the Borrower Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent and the assigning Lender within five (5) Business Days days after having received written notice thereof; andthereof (provided the notice is given electronically to the Parent pursuant to Section 8.8(b));
(B) any assignment to a Person that is not a Lender or an Affiliate of such Lender shall require the consent of (1) the Administrative Agent (such consent not to be unreasonably withheld or delayed) and (2) if at such time there are three or fewer Lenders, each other Lender; and
(C) the consent of the L/C Issuer shall be required for assignments in respect any assignment of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderRevolving Loans.
Appears in 2 contracts
Sources: Credit Agreement (UL Solutions Inc.), Credit Agreement (UL Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 12.12(a)(i)(B) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayeddelayed and to be given or denied within five (5) Business Days of written request therefor) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayeddelayed and to be given or denied within five (5) Business Days of written request therefor) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment2029 Term Loans or Incremental Loans (if any), an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Credit Agreement (CTO Realty Growth, Inc.), Credit Agreement (CTO Realty Growth, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 12.04(b)(i)(B) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it the Borrower shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if unless such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required.
Appears in 2 contracts
Sources: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (xI) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (yII) 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 written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (South Jersey Industries Inc), Term Loan Credit Agreement (South Jersey Industries Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (1) any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (2) any Loan to a Person that is not a Lender., an Affiliate of a Lender or an Approved Fund;
Appears in 2 contracts
Sources: Credit Agreement (American General Finance Corp), Credit Agreement (American General Finance Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 11.06(b)(i)(B) and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and (C) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Arhaus, Inc.), Credit Agreement (Arhaus, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Revolving Commitment if such assignment is to a Person that is not already a Lender with a Revolving Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and (C) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.
Appears in 2 contracts
Sources: Credit Agreement (Encore Wire Corp), Credit Agreement (Encore Wire Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of each Swing Line Lender that has a Swing Line Loan outstanding at such time shall be required for any assignment in respect of the Revolving Credit Facility.
Appears in 2 contracts
Sources: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and (C) the consent of each L/C Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Oglethorpe Power Corp), Credit Agreement (Oglethorpe Power Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is any Term Loan to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFund.
Appears in 2 contracts
Sources: Term Loan Agreement (Armstrong Flooring, Inc.), Term Loan Agreement (Armstrong Flooring, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 12.12(a)(i)(B) and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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 thereof; and
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment the Revolving Credit if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of such facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist under Section 8.01(a) or Section 8.01(f) has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (1) any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and
(C) the consent of the 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).
Appears in 2 contracts
Sources: Credit Agreement (Entercom Communications Corp), Credit Agreement (Entercom Communications Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 11.06(b)(i)(B) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Revolving Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender Lender, or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer shall be required for any assignment.
Appears in 2 contracts
Sources: Second Amendment to Credit Agreement (Houlihan Lokey, Inc.), Credit Agreement (Houlihan Lokey, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 9.06(b)(i)(B) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, Bank or an Affiliate affiliate of a Lender or an Approved FundBank; 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 Servicing Agent within five (5) Business Days after having received written notice thereof; and;
(B) the consent of each Administrative Agent and the Administrative Servicing Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender Bank with a Commitment, Commitment under this Agreement or an Affiliate affiliate of such a Lender or an Approved Fund with respect to such a LenderBank; and
(C) the consent of each Issuing Bank shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Clorox Co /De/), Credit Agreement (Clorox Co /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of the applicable Facility, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender., an Affiliate of a Lender or an Approved Fund.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) A. the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) 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 written notice thereof; and
(B) B. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 1 contract
Sources: Credit Agreement (Scana Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y) 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 (5) ten Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment any Class if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of such Class, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Computer Sciences Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Ba)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of a Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Term Loan Commitment if such assignment is to a Person that is not already a Lender with a CommitmentTerm Loan, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 1 contract
Sources: Credit Agreement (Portland General Electric Co /Or/)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) 1. the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y) 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 thereof; and
(B) 2. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y2) 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 written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment the Revolving Facility if such assignment is to a Person that is not already a Lender with a CommitmentCommitment in respect of the Revolving Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.; and
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; Fund provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the Fronting Bank and the Swingline Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; provided provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Affiliate of a Lender; and
(C) the consent of the Issuing Lenders shall be required for each assignment.
Appears in 1 contract
Sources: Credit Agreement (Cirrus Logic Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Revolving Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the credit facility provided herein; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFund.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 11.06(b)(i)(B) and, in addition:
(A) (1) prior to the Closing Date, the consent of the Borrower Company shall be required (such consent not to be unreasonably withheld or delayed) and (2) from and after the Closing Date, the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist under Section 8.01(a) or 8.01(f) has occurred and is continuing at the time of such assignment, or (y2) 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 written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 11.06(b)(i)(B) and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist pursuant to Section 8.01(a), 8.01(f) or 8.01(g) or any Event of Default arising from a breach of the covenants contained in Section 7.12 has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that 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 written notice thereof; andand CHAR1\1718846v5
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition::
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 if it shall object thereto by does not respond to a written notice to the Administrative Agent request for consent within five (5) 5 Business Days after having received written notice thereofDays; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a (i) any Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (ii) any Loan to a Person that is not a Lender., an Affiliate of a Lender or an Approved Fund (except that the approval of the Administrative Agent shall not be required with respect to one or more assignments of all or any of the Loans to any other Sponsor Affiliated Lender);
Appears in 1 contract
Sources: Libor Hardwire Transition Amendment (Container Store Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 11.06(b)(i)(B) and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y2) 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 (5) Business Days after having received written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and
(C) the consent of each L/C Issuer and the Swing Line Lender shall be required for any assignment.
Appears in 1 contract
Sources: Credit Agreement (Perkinelmer Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(Bb)(i)(B) of this subsection (b) Section 11.06 and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that 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 written notice thereof; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Revolving Commitment if such assignment is to a Person that is not already a Lender with a CommitmentRevolving Lender, an Affiliate of such a Revolving Lender or an Approved Fund with respect to such a Revolving Lender; and
(C) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving A Commitments.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (i)(Bb)(i)(B) of this subsection (b) Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (y2) 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 (5) Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments assignment in respect of a any Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Aflac Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 11.06(b)(i)(B) and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x1) an Event of Default shall exist has occurred and is continuing at the time of such assignment, or (y2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a any Revolving Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender Lender, or an Approved Fund with respect to such a Lender; and (C) the consent of the L/C Issuer shall be required for any assignment.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (bSection 10.04(b)(i)(2) and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (xA) an Event of Default shall exist has occurred and is continuing at the time of such assignment, assignment or (yB) 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 thereof; and;
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a CommitmentLender, an Affiliate of such a Lender or an Approved Fund with Fund;
(3) the consent of Issuing Bank and the Swingline Lender shall be required for any assignment in respect to such a Lender.of the Revolving Loan Facility;
Appears in 1 contract
Sources: Credit Agreement (Fusion Telecommunications International Inc)