Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 18 contracts
Sources: Credit Agreement (Hill International, Inc.), Credit Agreement (Hcp, Inc.), Credit Agreement (Barr Pharmaceuticals Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in additionexcept:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fundassignment; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 16 contracts
Sources: Revolving Credit and Security Agreement (Golub Capital Direct Lending Corp), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 9 contracts
Sources: Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 9 contracts
Sources: Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 8 contracts
Sources: Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.), Term Loan Agreement (Retail Opportunity Investments Partnership, LP), Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lendera Commitment.
Appears in 8 contracts
Sources: Term Loan Agreement (Tc Pipelines Lp), Term Loan Agreement (Tc Pipelines Lp), Term Loan Agreement (Tc Pipelines Lp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
addition (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.;
Appears in 8 contracts
Sources: Credit Agreement (Voya SENIOR INCOME FUND), Credit Agreement (Voya SENIOR INCOME FUND), Credit Agreement (Voya SENIOR INCOME FUND)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lendera Commitment.
Appears in 8 contracts
Sources: Revolving Credit Agreement (Atmos Energy Corp), Revolving Credit Agreement (Atmos Energy Corp), Revolving Credit Agreement (Atmos Energy Corp)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 6 contracts
Sources: Credit Agreement (Nacco Industries Inc), Credit Agreement (Nacco Industries Inc), Revolving Credit Facility (Nacco Industries Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to be a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 6 contracts
Sources: 364 Day Bridge Credit Agreement (Vulcan Materials CO), 364 Day Credit Agreement (Vulcan Materials CO), Credit Agreement (Group 1 Automotive Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bb)(i)(2) of this Section and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 5 contracts
Sources: Term Credit Agreement (Affiliated Managers Group, Inc.), Term Credit Agreement (Affiliated Managers Group, Inc.), Term Credit Agreement (Affiliated Managers Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender.;
Appears in 5 contracts
Sources: Term Loan Agreement (American Tower Corp /Ma/), Term Loan Agreement (American Tower Corp /Ma/), Term Loan Agreement (American Tower Corp /Ma/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 5 contracts
Sources: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit I, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit Ii, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate Eligible Assignee of a Lender or an Approved Fundthe type described in clauses (a) and (b) of the definition thereof; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such a Lender.
Appears in 5 contracts
Sources: Term Loan Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 5 contracts
Sources: Revolving Credit Agreement (TJX Companies Inc /De/), Revolving Credit Agreement (TJX Companies Inc /De/), Revolving Credit Agreement (TJX Companies Inc /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Sources: Syndicated Facility Agreement and Unconditional Guaranty (Resmed Inc), Credit Agreement, Syndicated Facility Agreement (Resmed Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Sources: Credit Agreement (CNL Healthcare Properties, Inc.), Credit Agreement (CNL Healthcare Properties, Inc.), Term Loan Agreement (CNL Healthcare Properties, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of a Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 4 contracts
Sources: Credit Agreement (Hamilton Beach Brands Holding Co), Credit Agreement (Nacco Industries Inc), Credit Agreement (Syms Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.;
Appears in 4 contracts
Sources: Credit Agreement (Ansys Inc), Credit Agreement (Ansys Inc), Credit Agreement (Waddell & Reed Financial Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSubsection 8.1(B)(i)(2) of this Section and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1a) an Event of Default has occurred and is continuing at the time of such assignment or (2b) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Facility if such assignment is to a Person that is not a LenderLender with a Loan Commitment or a Loan in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Sources: Credit Agreement (Atlantic Tele Network Inc /De), Credit Agreement (Shenandoah Telecommunications Co/Va/), Credit Agreement (Atlantic Tele Network Inc /De)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.4(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a such Lender or an Approved FundFund of such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender.
Appears in 3 contracts
Sources: Term Loan Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments in respect of a Term Loan Commitment to a Person that who is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 3 contracts
Sources: Credit Agreement (Pep Boys Manny Moe & Jack), Credit Agreement (Pep Boys Manny Moe & Jack), Credit Agreement (Capital Lease Funding Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Specified Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a such Lender or an Approved FundFund of such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is of a Term Loan to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender.
Appears in 3 contracts
Sources: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.11(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, Lender with a Commitment or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Sources: Revolving Credit Agreement (AB Private Credit Investors Corp), Revolving Credit Agreement (AB Private Credit Investors Corp), Revolving Credit Agreement (AB Private Credit Investors Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Sources: Credit Agreement (Lam Research Corp), 364 Day Credit Agreement (Cardinal Health Inc), Bridge Loan Agreement (Cardinal Health Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Ba) of this Section and, in addition:
(A) the The consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Amortization Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a the Lender (provided such assignment does not result in any liability, cost or an Approved Fundexpense for which the Borrower is liable or must reimburse or indemnify such assignee Lender pursuant to Section 10); and
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such the Lender.
Appears in 3 contracts
Sources: Receivables Loan Agreement (Arcbest Corp /De/), Receivables Loan Agreement (Arkansas Best Corp /De/), Receivables Loan Agreement (Arkansas Best Corp /De/)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 3 contracts
Sources: Credit Agreement (Gsi Commerce Inc), Credit Agreement (Gsi Commerce Inc), Credit Agreement (Gsi Commerce Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 15.2(a)(ii) of this Section and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1A) an Event of Default has occurred and is continuing at the time of such assignment or (2B) such assignment is to a Lender, an Affiliate of a Lender or an Approved a Related Fund; and
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved a Related Fund with respect to such Lender.
Appears in 3 contracts
Sources: Loan Agreement (Miller Energy Resources, Inc.), Loan Agreement (Miller Energy Resources, Inc.), Loan Agreement (Miller Energy Resources, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund with respect to such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.; and
Appears in 3 contracts
Sources: Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.4 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a such Lender or an Approved FundFund of such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderrequired.
Appears in 3 contracts
Sources: Credit Agreement (Reservoir Media, Inc.), Credit Agreement (Reservoir Media, Inc.), Credit Agreement (Reservoir Media, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required unless (1) an any Event of Default has occurred and is continuing at the time of such assignment assignment, or (2) such assignment is to a Lender, an Lender or Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent and each L/C Issuer (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required if unless such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such a Lender.
Appears in 3 contracts
Sources: Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp), Credit Agreement (Appleton Papers Inc/Wi)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 13.3.2(a)(ii) of this Section and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund; and
(Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 3 contracts
Sources: Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lendera Commitment.
Appears in 2 contracts
Sources: Credit Agreement (Sl Green Realty Corp), Credit Agreement (Sl Green Realty Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
addition (Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of a Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
and (Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Sources: Credit Agreement (Walker & Dunlop, Inc.), Credit Agreement (Walker & Dunlop, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b), and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a Lender, Person who is a Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments in respect of a Loan to a Person that who is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Credit Agreement (Federal Realty Investment Trust), Credit Agreement (Federal Realty Investment Trust)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.12(a)(i)(B) of this Section and, in addition:
(Aa) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Credit if such assignment is to a Person that is not a LenderLender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.; and
Appears in 2 contracts
Sources: Credit Agreement (FCStone Group, Inc.), Credit Agreement (International Assets Holding Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Credit Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Royal Resources Partners LP), Second Lien Credit Agreement (Royal Resources Partners LP)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.a Commitment; and
Appears in 2 contracts
Sources: Revolving Credit Agreement (NGP Capital Resources Co), Revolving Credit Agreement (NGP Capital Resources CO)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, or an Affiliate of such Lender or an Approved Fund with respect to such a Lender.
Appears in 2 contracts
Sources: Credit Agreement (RGC Resources Inc), Credit Agreement (RGC Resources Inc)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundLender; and
(Bii) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 2 contracts
Sources: Credit Agreement (Associated Estates Realty Corp), Credit Agreement (Associated Estates Realty Corp)
Required Consents. No consent shall be required for any assignment except to for the extent required by subsection consent of the Administrative Agent (b)(i)(Bwhich shall not be unreasonably withheld or delayed) of this Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 2 contracts
Sources: Revolving Credit Facility (Finish Line Inc /In/), Credit Agreement (Finish Line Inc /In/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, Lender with a Commitment or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Sources: Term Loan Agreement (Aes Corp), Credit Agreement (Aes Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 12.11(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent Bank (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, Lender with a Commitment or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Sources: Revolving Credit Agreement (AB Commercial Real Estate Private Debt Fund, LLC), Revolving Credit Agreement (AB Commercial Real Estate Private Debt Fund, LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Sources: Term Loan Agreement (Glatfelter P H Co), Term Loan Agreement (Glatfelter P H Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Atmos Energy Corp), Revolving Credit Agreement (Atmos Energy Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments in respect of any Term Loan to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Sources: Term Loan Agreement (Global Payments Inc), Term Loan Agreement (Global Payments Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such for assignments in respect of the Revolving Loan Commitments; and
(C) the consent of each L/C Issuer and Swing Line Lender shall be required for any assignment is to a Person that is not a Lender, an Affiliate in respect of such Lender or an Approved Fund with respect to such Lenderthe Revolving Loan Commitments.
Appears in 2 contracts
Sources: Credit Agreement (Integrys Energy Group, Inc.), Credit Agreement (Integrys Energy Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.;
Appears in 2 contracts
Sources: Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.06(b)(i)(B) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an a Default or Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund with respect to such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Term Loan if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.; and
Appears in 2 contracts
Sources: Credit Agreement (Rh), Credit Agreement (Rh)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Bb)(1)(B) of this Section 11.7 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of an unfunded or revolving facility hereunder if such assignment is to a Person that is not a LenderLender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (CVS HEALTH Corp), Credit Agreement (CVS HEALTH Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender.Fund;
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Global Payments Inc), Term Loan Credit Agreement (Global Payments Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
addition (A) the consent of the each Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Lender Fund; and
and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Lender Fund with respect to such Lender.;
Appears in 2 contracts
Sources: Credit Agreement (Highland Funds I), Credit Agreement (Highland Floating Rate Fund)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that who is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Sources: Credit Agreement (Hhgregg, Inc.), Credit Agreement (Hhgregg, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(Bb)(i)(2) of this Section and, in addition:
(A1) the consent of the Borrower SPE (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Purchaser/Lender, an Affiliate of a Purchaser/Lender or an Approved Fund; and
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a LenderPurchaser/Lender with a Commitment, an Affiliate of such Purchaser/Lender or an Approved Fund with respect to such Purchaser/Lender.
Appears in 2 contracts
Sources: Receivables Purchase and Financing Agreement (Ati Inc), Receivables Purchase and Financing Agreement (Phillips 66)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Sources: Credit Agreement (Ebay Inc), Credit Agreement (Ebay Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Autozone Inc), 364 Day Credit Agreement (Autozone Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Sources: Credit Agreement (Tractor Supply Co /De/), Credit Agreement (Tractor Supply Co /De/)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a such Lender or an Approved FundFund of such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderrequired.
Appears in 2 contracts
Sources: Revolving Credit Agreement (NexPoint Residential Trust, Inc.), Revolving Credit Agreement (NexPoint Residential Trust, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments in respect of the Term Loans to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Sources: Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure CO LLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Sources: Debt Agreement (Swift Energy Co), Debt Agreement (Swift Energy Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 2 contracts
Sources: Credit Agreement (Unitil Corp), Credit Agreement (Unitil Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender (other than a Defaulting Lender, an Affiliate of a Lender or an Approved Fund); and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Credit Commitment if such assignment is to a Defaulting Lender or to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Royal Resources Partners LP), First Lien Credit Agreement (Royal Resources Partners LP)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an a Default or Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Term Loan if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) [Reserved]; and
(D) [Reserved].
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Destination Maternity Corp), Term Loan Credit Agreement (Destination Maternity Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 13.9(b)(i)(B) of this Section and, in addition:
(A) the written consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a LenderBank, an Affiliate of a Lender Bank or an Approved Fund; and;
(B) the written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a LenderBank, an Affiliate of such Lender Bank or an Approved Fund with respect Fund; and
(C) the written consent of each Issuing Bank (such consent not to such Lenderbe unreasonably withheld or delayed) shall be required for any assignment.
Appears in 2 contracts
Sources: Credit Agreement (Amgen Inc), Credit Agreement (Amgen Inc)
Required Consents. No consent shall be required for any assignment assignment, except to the extent required by subsection (b)(i)(BSection 10.07(b)(i)(B) of this Section and, in additionand the following:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is made to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect Fund; and
(C) the consent of each Issuing Bank (such consent not to such Lenderbe unreasonably withheld or delayed).
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or Event of Default has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not already a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Agent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Sources: 364 Day Term Loan and Guaranty Agreement (James Hardie Industries PLC)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for an assignment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Allstate Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lendera Term Loan Commitment.
Appears in 1 contract
Sources: 364 Day Senior Bridge Loan Agreement (Tc Pipelines Lp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.4(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Skyward Specialty Insurance Group, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a LenderLender with a Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bb)(i) of this Section 9.07 and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 7.01(a) or Section 7.01(e) has occurred and is continuing at the time of such assignment or (2y) such assignment is (1) to a Lender, an Affiliate of a Lender or an Approved Fund; and
Fund or (2) by the Fronting Lender, and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender a Lender, or an Approved Fund with respect to such Fund; provided that no consent of the Administrative Agent shall be required for any assignment by the Fronting Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate for all assignments in respect of such Lender any Commitment or an Approved Fund with respect to such Lender.any Loan; and
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) 1. the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) 2. the consent of the Administrative Agent Agent, L/C Issuer and Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Phillips Edison - ARC Grocery Center REIT II, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.;
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Credit Facility if such assignment is to a Person that is not a LenderLender with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Dollar Tree, Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B10.06(b)(i)(B) of this Section and, in addition:
(A) the consent of the each Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bof Subsection 8.1(B)(i)(2) of this Section and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1a) an Event of Default has occurred and is continuing at the time of such assignment or (2b) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Facility if such assignment is to a Person that is not a LenderLender with a Loan Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) for the consent of the Borrower Administrative Agent (which shall not be unreasonably withheld or delayed) and:
a. the consent of the Borrowing Agent (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a LenderBank, an Affiliate of a Lender Bank or an Approved Fund; and
(B) b. the consent of the Administrative Agent Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required if such for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Letters of Credit (whether or not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lenderthen outstanding).
Appears in 1 contract
Sources: Credit Agreement (Big Lots Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.9(b)(i)(B) of this Section and, in addition:
(A) the written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a LenderBank, an Affiliate of a Lender Bank or an Approved Fund; and
(B) the written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a LenderBank, an Affiliate of such Lender Bank or an Approved Fund with respect to such LenderFund.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments in respect of any Loan to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to a Lender; and
(B) the consent of each L/C Issuer (such Lenderconsent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Wci Communities Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; Fund and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Centerline Holding Co)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of a Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund with respect to such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.; and
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved Fund; andLender;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, Lender or an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the consent of each Issuing Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.4(b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Agent (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a such Lender or an Approved FundFund of such Lender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender.
Appears in 1 contract
Sources: Credit Agreement (Freds Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) a. the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) b. the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such AMERICAS/2024622711.7 AES Term Loan Agreement (2025) assignment is to a Person that is not a Lender, Lender with a Commitment or an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Sources: Term Loan Agreement (Aes Corp)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment assignment; or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a LenderLender with a Commitment in respect of the Credit Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, Lender or an Affiliate of a Lender or an Approved FundLender; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.a Commitment; and
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.06(b)(i) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment or Loan if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Sources: Term Loan Facility Credit Agreement (Gilead Sciences Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments in respect of any Term Loan to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Credit Facility if such assignment is to a Person that is not a LenderLender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Donaldson Co Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bb)(i)(2) of this Section and, in addition:
(A1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1A) an Event of Default has occurred and is continuing at the time of such assignment or (2B) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is for assignments in respect of any Loan to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 1 contract
Sources: Term Loan Agreement (Cliffs Natural Resources Inc.)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.;
Appears in 1 contract
Sources: Credit Agreement (Ansys Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower Transferor (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an a Termination Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a LenderPurchaser, an Affiliate of a Lender Purchaser or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to be a Person that is not a LenderPurchaser, an Affiliate of such Lender Purchaser or an Approved Fund with respect to such LenderPurchaser.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required if such assignment is for assignments to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such Lender.Fund;
Appears in 1 contract
Sources: Second Lien Credit Agreement (Syncardia Systems Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a LenderLender with a Commitment in respect of the Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Ebix Inc)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and subject to the terms of the Senior Subordination Agreement, and, in addition:
(A) the consent of the Borrower Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if unless such assignment is to a Person that is not a Lender, an Affiliate of such a Lender or an Approved Fund with respect to such LenderFund.
Appears in 1 contract