Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment, or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment, or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment, or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. Nono consent shall be required for any assignment except to the extent required by [Section 12.8(b)clause (b)(i)(B)] of this [Section 10.07] and, in addition:addition # the consent of the Borrower (such consent not to be unreasonably withheldwithheld, conditioned or delayed) shall be required for any assignment unless # an Event of Default under [Section 8.01(a), (f) or (g)])])] has occurred and is continuing at the time of such assignment, or # such assignment is in respect of a Term Facility and is to a Lender, an Affiliate of a Lender or an Approved Fund;Fund (other than any Disqualified Institution) or # such assignment is in respect of a Revolving Facility and is to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund related thereto (other than any Disqualified Institution); provided that # the Borrower shall be deemed to have consented to any such assignment unless it shall objectobjects thereto by written notice to the Administrative Agent within five (5)10 Business Days after having received notice thereof;thereof and # the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified and approved in the initial allocations of the Loans provided by the Arrangers to the Borrower, # the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignmentsany assignment unless # such assignment is in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment isa Term Facility and to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund,Fund or # such assignment is in respect of a Revolving Facility and is to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund related thereto (provided that the Administrative Agent shall acknowledge any such assignment) and # the consent of each L/C Issuer and the Swingline Lender (each such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of thea Revolving Credit Facility, and # theFacility; provided, however, that no consent of Swing Lineany L/C Issuer or the Swingline Lender shall be required for any assignment in respect of the Revolving Credit Facility.a Term Loan;

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default under Section 10.1(a) or (f) has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender,Lender or an Affiliate of a Lender or an Approved Fund; providedprovided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; #and provided, further, that the Borrower's consent of Administrative Agent (such consentshall not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, #during the consent of L/C Issuer shall be required for any assignment in respectprimary syndication of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default under Section 10.1(a) or (f) has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender,Lender or an Affiliate of a Lender or an Approved Fund; providedprovided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; #and provided, further, that the Borrower’s consent of Administrative Agent (such consentshall not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, #during the consent of L/C Issuer shall be required for any assignment in respectprimary syndication of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheldwithheld, conditioned or delayed) shall be required unless # an Event of Default under [Section 8.01(a) or (f)] has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is of a Term Loan to a Lender, an Affiliate of asuch Lender or an Approved Fund;Fund of such Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)with ten (10) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of asuch Lender or an Approved Fund;Fund of such Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless itif shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; #thereof and provided, further, that the Borrower’s consent of Administrative Agent (such consentshall not to be unreasonably withheld or delayed) shall be required for assignments in respectduring the primary syndication of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # anythe Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility,Facility; and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Principal Borrower (such consent not to be unreasonably withheld or delayed)withheld) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Principal Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; #thereof and provided, further, that the Borrower’s consent of Administrative Agent (such consentshall not to be unreasonably withheld or delayed) shall be required for assignments in respectduring the primary syndication of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # anythe Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility,Facility; and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Principal Borrower (such consent not to be unreasonably withheld or delayed)withheld) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Principal Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment, or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrower​ (such consent not to be unreasonably withheld or delayed)withheld) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower​ shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; # theprovided further that ​’s consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans ifdeemed reasonably withheld where such assignment iswould result in additional or increased costs to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lenderany Borrower pursuant to [Section 3.01] or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.[Section 3.04].

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrowerthe Company (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrowerthe 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)seven (7) Business Days after having received notice thereof; #and provided, further, that the Company’s consent of Administrative Agent (such consentshall not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, #during the consent of L/C Issuer shall be required for any assignment in respectprimary syndication of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be requiredrevolving credit facility provided for any assignment in respect of the Revolving Credit Facility.this Agreement;

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default pursuant to Section 7.01(a), (b), (h) or (i))])] has occurred and is continuing at the time of such assignment,assignment or # such assignment is to a Lender,Lender or an Affiliate of a Lender or an Approved Fund;Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.Days;

Required Consents. NoThe consent of ​ shall be required for anyprior to an assignment except tobecoming effective unless the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred andPurchaser is continuing at the time of such assignment, or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; providedprovided, that Borrower​ shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)ten (10) Business Days after having received notice thereof; #thereof, and provided, further, that the consent of ​ shall not be required if a Default has occurred and is continuing. The consent of the Administrative Agent (suchshall be required prior to an assignment becoming effective; provided, that no consent not to be unreasonably withheld or delayed)of the Administrative Agent shall be required for assignments in respectan assignment of #all or any Revolving Credit Commitment or Revolving Credit Loans if such assignment is toportion of a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # theFund. The consent of L/C Issuereach Issuing Bank shall be required prior to an assignment being effective; provided, that no consent of an Issuing Bank shall be required for an assignment of all or any assignment in respectportion of the Revolving Credit Facility, and # thea Term Loan. Any consent of Swing Line Lenderrequired under this [Section 13.3(B)] shall not be required for any assignment in respect of the Revolving Credit Facility.unreasonably withheld or delayed.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrower (such consentmay not to be unreasonably withheld or delayed)delayed, except in the case of an assignment to a Disqualified Institution in which case consent of Borrower may be provided or withheld in Borrower’s sole discretion and which consent, for avoidance of doubt, shall not be required unlessfrom Borrower at any time while # an Event of Default pursuant to [Sections 13.1.1, 13.1.2, or 13.1.4]4]4] has occurred and is continuing and # any other Event of Default has occurred and is continuing for a period of more than ten consecutive Business Days), but # no such consent of any kind is required for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, and # no assignment may be made to a Loan Party or an Affiliate of a Loan Party. Except as Administrative Agent otherwise agrees, any such assignment must be in a minimum aggregate amount equal to $1,000,000 (which minimum will be $250,000 if the assignment is to an Affiliate of the assigning Lender) or, if less, the remaining Commitment and Loans held by the assigning Lender. Borrower and Administrative Agent will be entitled to continue to deal solely and directly with the assigning Lender in connection with the interests so assigned to an Assignee until Administrative Agent has received and accepted an effective assignment agreement in substantially the form of [Exhibit C] (an “Assignment Agreement”) executed, delivered, and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of that assignment Borrower would be obligated to pay any greater amount under [Section 7.6] or Section 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under that section (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay any such greater amounts). Any attempted assignment not made in accordance with this [Section 15.6.1] will be treated as the sale of a participation under [Section 15.6.2], except for an assignment to a Disqualified Institution, which assignment to a Disqualified Institution will be null and void (unless such assignment is made during any time while an Event of Default has occurred and is continuing ator with the timeconsent of such assignment, or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided thatBorrower). Borrower shallwill be deemed to have consentedgranted its consent to any such assignment requiring its consent under this Agreement unless it shall object thereto by written noticeBorrower has expressly objected in writing to Administrative Agentthat assignment within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.thereof.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment, or # 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 Administrativethe Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrowerthe Company (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default under [Section 6.01(a), (g) or (h)])])] (in each case, with respect to a Borrower) has occurred and is continuing at the time of such assignment, or # such assignment is to a Lender,Bank, an Affiliate of a LenderBank or an Approved Fund; provided that Borrowerthe 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 notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.