Common use of Assignments Generally Clause in Contracts

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative Agent and the Issuing Bank: provided that no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than any natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterCompetitor) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that that, no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative Agent and the each Issuing Bank: ; provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed) of: (A) the Borrower; , provided that (i) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof; and (B) the Administrative Agent and and, in the case of an assignment of Multicurrency Loans or Commitments, the Issuing Bank: , provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such Lenderassigning Lender to the Administrative Agent and the Issuing Bank.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than any natural personsperson (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person), any Defaulting Lender or any Person Persons listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, an Approved Fund, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (B) the Administrative Agent Agent, each Issuing Bank and the Issuing Bank: each Swingline Lender; provided that no consent of the Administrative Agent Agent, the Issuing Banks or Issuing Bank the Swingline Lenders shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterLender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an any Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (B) the Administrative Agent Agent, each Swingline Lender and the each Issuing Bank: provided that no consent of the Administrative Agent Agent, the Swingline Lenders or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the BorrowerBorrower (except with respect to assignments made as part of pre-closing syndication); provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, an Approved Fund or, if an Event of Default under Sections 8.01(a), 8.01(b), 8.01(h), 8.01(i) or 8.01(j) has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless assignment, un-lessunless it shall have objected object thereto by written notice reply to the Administrative Agent within ten 510 Business Days after having received notice thereof; and; (B) the Administrative Agent and the Issuing Bank: Agent; provided that no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by a Lender of an Incremental Term Loan to an existing Incremental Term Loan Lender or an Affiliate or Approved Fund thereof; and (C) in the case of such assignments of the Revolving Credit Commitment and Revolving Credit Loans, the Issuing Lender and the Swingline Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if a Default or an Event of Default has occurred and is continuing, any other assignee; provided, further, that and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof; and (B) the Administrative Agent and the Issuing Bank: ; provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such Lenderassigning Lender to the Administrative Agent and the Issuing Bank. Notwithstanding anything to the contrary contained herein, Borrower’s consent shall be required with respect to an assignment to any Disqualified Lender unless an Event of Default under clause (a), (b), (h). (i), or (j) has occurred and is continuing. The Administrative Agent shall provide, and the Borrower hereby expressly authorizes the Administrative Agent to provide, the Disqualified Lender list to each Lender requesting the same.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to held by it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and; (B) the Administrative Agent and the Issuing Bank: Agent; provided that (i) in the case of assignments of the Dollar Revolving Credit Sub-Commitment and Dollar Revolving Credit Exposure or the Multicurrency Revolving Credit Sub-Commitment and Multicurrency Revolving Credit Exposure, no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by to a Revolving Credit Lender and (ii) in the case of assignments of the Term Loan Commitment and Term Loans, no consent of the Administrative Agent shall be required for an assignment to a Term Lender, an Affiliate or an Approved Fund; and (C) (in the case of such assignments of the Dollar Revolving Credit Sub-Commitment and Dollar Revolving Credit Exposure or the Multicurrency Revolving Credit Sub-Commitment and Multicurrency Revolving Credit Exposure) each Issuing Lender and the Swingline Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than any natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterCompetitor) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (B) the Administrative Agent and and, in the Issuing Bank: case of an assignment of Revolving Commitments, each Swingline Lender; provided that no consent of the Administrative Agent Agent, or Issuing Bank the Swingline Lenders shall be required for an assignment by a Lender to another Lender or an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees (assignees, other than a natural personsperson (or a holding company, any Defaulting Lender investment vehicle or any Person listed in trust for, or owned and operated by or for the Prohibited Assignees and Participants Side Letter) primary benefit of a natural person), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the BorrowerCompany; provided that no consent of the Borrower Company shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneePerson; provided, further, that the Borrower Company shall be deemed to have consented to any such assignment unless it the Company shall have objected object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof; and; (B) the Administrative Agent and the Issuing Bank: Agent; provided that no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by of all or any portion of a Lender Term Loan to a Lender, an Affiliate of such a Lender or an Approved Fund; and (C) (in the case of assignments of the Revolving Credit Commitment and Revolving Credit Loans) each Issuing Lender.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees (assignees, other than a natural personsperson or a Disqualified Lender, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneePerson (other than a natural person or a Disqualified Lender); provided, provided further, that the Borrower shall be deemed to have consented to any such assignment unless it the Borrower shall have objected object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and; (B) the Administrative Agent and the Issuing Bank: Agent; provided that no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by to a Lender to Lender, an Affiliate of a Lender or an Approved Fund; and (C) (in the case of assignments of the Revolving Credit Commitment and Revolving Credit Loans) each Issuing Lender, unless such assignment is to another Revolving Credit Lender, in which case such consent is not required.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person), any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterDisqualified Lender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative Agent and the each Issuing Bank: ; provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterLender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative Agent and the each Issuing Bank: ; provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent of: (A) the Company (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower Company shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower Company shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof; and; (B) the Administrative Agent and the Issuing Bank: (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by of all or any portion of a Lender Term Loan to a Lender, an Affiliate of such a Lender or an Approved Fund; and (C) in the case of any assignment of the Revolving Credit Commitments, each Issuing Lender and each Swingline Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person), any Defaulting 767537780768227557 Lender or any Person Persons listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative Agent and and, in the case of an assignment of Revolving Commitments, each Issuing BankBank holding Revolving Commitments of the same Class as the assigned Revolving Commitment: provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed) of: : (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if a Default or an Event of Default has occurred and is continuing, any other assignee; provided, further, that and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof; and and (B) the Administrative Agent and the Issuing Bank: ; provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such Lenderassigning Lender to the Administrative Agent and the Issuing Bank. Notwithstanding anything to the contrary contained herein, Xxxxxxxx’s consent shall be required with respect to an assignment to any Disqualified Lender unless an Event of Default under clause (a), (b), (h), (i), or (j) has occurred and is continuing. The Administrative Agent shall provide, and the Borrower hereby expressly authorizes the Administrative Agent to provide, the Disqualified Lender list to each Lender requesting the same.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person), any Defaulting Lender or any Person Persons listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative Agent Agent, each Swingline Lender and the each Issuing Bank: provided that no consent of the Administrative Agent Agent, the Swingline Lenders or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than any natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterCompetitor) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (B) the Administrative Agent and and, in the case of an assignment of Revolving Commitments, each Issuing Bank: ; provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to another Lender or an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterLender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an any Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; andand 135 Revolving Credit Agreement (B) the Administrative Agent and the each Issuing Bank: provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the BorrowerBorrower (except with respect to assignments made as part of pre-closing syndication); provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, an Approved Fund or, if an Event of Default under Sections 8.01(a), 8.01(b), 8.01(h), 8.01(i) or 8.01(j) has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment assignment, unless it shall have objected object thereto by written notice reply to the Administrative Agent within ten 5 Business Days after having received notice thereof; and; (B) the Administrative Agent and the Issuing Bank: Agent; provided that no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by a Lender of an Incremental Term Loan to an existing Incremental Term Loan Lender or an Affiliate or Approved Fund thereof; and (C) in the case of such assignments of the Revolving Credit Commitment and Revolving Credit Loans, the Issuing Lender and the Swingline Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, except in the case of any assignment made within 35 days of the Effective Date by JPMorgan Chase Bank, N.A.; provided that that, no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, an Approved Fund, or, if an Event of Default has occurred and is continuing (except that so long as no Event of Default under clause (a), (b), (j), (k), or (l) of Article VII is continuing, the Borrower shall have a consent right over any assignment to a “direct competitor” of the Borrower identified to the Administrative Agent and the Lenders prior to the Effective Date and as may thereafter be agreed between the Borrower and the Administrative Agent acting reasonably (a “Disqualified Person”)), any other assignee; providedprovided further that, further, that the Borrower shall be deemed to have consented to any such assignment requiring its consent unless it shall have objected thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereoffollowing a request for such consent; and (B) the Administrative Agent and the Issuing Bank: Agent; provided that that, no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by to a Lender to Lender, an Affiliate of such a Lender, or an Approved Fund.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterLender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative Agent and the each Issuing Bank: provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed) of: : (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if a Default or an Event of Default has occurred and is continuing, any other assignee; provided, further, that and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof; and and (B) the Administrative Agent and the Issuing Bank: ; provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such Lenderassigning Lender to the Administrative Agent and the Issuing Bank. Notwithstanding anything to the contrary contained herein, Xxxxxxxx’s consent shall be required with respect to an assignment to any Disqualified Lender unless an Event of Default under clause (a), (b), (i), (j) or (k) has occurred and is continuing. The Administrative Agent shall provide, and the Borrower hereby expressly authorizes the Administrative Agent to provide, the Disqualified Lender list to each Lender requesting the same.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than any natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterCompetitor) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (B) the Administrative Agent and the each Issuing Bank: ; provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to another Lender or an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in - 91 - clause (ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, except in the case of any assignment made within 35 days of the Effective Date by JPMorgan Chase Bank, N.A.; provided that that, no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, an Approved Fund, or, if an Event of Default has occurred and is continuing (except that so long as no Event of Default under clause (a), (b), (j), (k), or (l) of Article VII is continuing, the Borrower shall have a consent right over any assignment to a “direct competitor” of the Borrower identified to the Administrative Agent and the Lenders prior to the Effective Date and as may thereafter be agreed between the Borrower and the Administrative Agent acting reasonably (a “Disqualified Person”)), any other assignee; providedprovided further that, further, that the Borrower shall be deemed to have consented to any such assignment requiring its consent unless it shall have objected thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereoffollowing a request for such consent; and (B) the Administrative Agent and the Issuing Bank: Agent; provided that that, no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by to a Lender to Lender, an Affiliate of such a Lender, or an Approved Fund.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person), any Defaulting Lender or any Person Persons listed in the Prohibited Assignees and Participants Side Letter) all or a 742026061 21680120 portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative Agent and the each Issuing Bank: provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side LetterLender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) : the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) and the Administrative Agent and the each Issuing Bank: provided that no consent of the Administrative Agent or the Issuing Bank Banks shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than any natural personspersons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender or Competitor or the Borrower or any Person listed in the Prohibited Assignees and Participants Side Letterof its Affiliates) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans and LC Exposure at the time owing to it) (provided that, so long no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing, the assignee shall have executed a Lender non-disclosure agreement substantially in the form attached hereto as Exhibit F (a “Lender NDA”), with such changes requested by such assignee as may be reasonably approved by the Borrower, with the Borrower prior to such assignee’s receipt of any confidential information of the Borrower), and with the prior written consent (such consent not to be unreasonably withheld or delayed) of: : (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (B) the Administrative Agent and the Issuing Bank: provided that no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by a Lender to an Affiliate of such Lender.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees Persons (other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letteran Ineligible Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender with credit ratings at least as good as the assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to any such an assignment unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; provided, further, that (1) from the Effective Date to, but excluding, the Closing Date, no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default set forth in paragraphs (a), (b), (h) or (i) of Article 8 has occurred and is continuing, any other assignee and (2) from and after the Closing Date, no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent and the Issuing Bank: Agent; provided that no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by of all or any Commitments or Loans to a Lender with a Commitment immediately prior to such assignment or an Affiliate of such a Lender.