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.

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 ten (10) Business Days after having received notice thereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Term Loan Facility; and

the consent of the Principal Borrower (such consent not to be unreasonably withheld) 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 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 ten (10) Business Days after having received notice thereof;

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 ten (10) Business Days after having received notice thereof;

the consent of ​ (such consent not to be unreasonably withheld) 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 ​ shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided further that ​’s consent shall be deemed reasonably withheld where such assignment would result in additional or increased costs to any Borrower pursuant to [Section 3.01] or [Section 3.04].

the consent of the 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 or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within seven (7) Business Days after having received notice thereof; and provided, further, that the Company’s consent shall not be required during the primary syndication of the revolving credit facility provided for in this Agreement;

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 or # such assignment is to a Lender or an Affiliate of a 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 ten (10) Business Days;

Consents. The consent of ​ shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund; provided, that ​ shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice 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 shall be required prior to an assignment becoming effective; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. The consent of each 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 portion of a Term Loan. Any consent required under this [Section 13.3(B)] shall not be unreasonably withheld or delayed.

consent of Borrower may not be unreasonably withheld or 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 from 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 or with the consent of Borrower). Borrower will be deemed to have granted its consent to any assignment requiring its consent under this Agreement unless Borrower has expressly objected in writing to that assignment within five (5) Business Days after notice thereof.

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 Agent within five Business Days after having received notice thereof; and

the consent of the 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 Bank, an Affiliate of a Bank or an Approved Fund; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and