Common use of Required Consents Clause in Contracts

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) a Default or an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten seven (107) 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 Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) the Revolving Facility or any unfunded Commitments with respect to the Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers Issuing Lender and the Swing Line Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the applicable Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(apursuant to Article VII(a), (b), (h) or (fi) has occurred and is continuing at the time of such assignment or (2) such assignment is an assignment (x) of a Term Loan to a Lender, an Affiliate of a Lender or an Approved FundFund or (y) in respect of the Revolving Credit Facility by a Lender to an Affiliate of such Lender; provided, provided that the applicable 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of each Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the L/C Issuers obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); (D) the consent of the Swingline Lender and the Swing Line Lender Issuing Bank (each such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.Facility;

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided, it shall not be considered unreasonable for the Borrower to withhold consent if the Borrower reasonably believes, in good faith, that the proposed assignee is a Disqualified Institution, so long as the Borrower provides prompt written notice thereof to the Administrative Agent in accordance with the terms hereof) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); (D) the consent of the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.Facility; and

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or Event of Default under Section 8.01(a) or (f) has occurred and is continuing shall exist at the time of such assignment or (2y) such assignment is to a LenderLender of the same Class of Commitments or Loans, to an Affiliate of a such Lender or an Approved FundFund in respect of such Lender; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) any Term a Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable Facilitysame Class of Commitments, an Affiliate of such a Lender or an Approved Fund in respect of such a Lender with respect to such Lender or (2y) any Term Loan or, if the Revolving Commitments have been terminated, any Revolving Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers Issuing Banks and the Swing Line Swingline Lender (each such consent not to be unreasonably withheld or delayed) ), as applicable, shall be required for any assignment in respect of the a Revolving Credit Facility Commitment; provided, however, that no such consent is required if such assignment is to a Person that is not already a Revolving Lender with a Revolving Credit Commitment, an Affiliate of such a Revolving Lender or an Approved Fund with respect to such a Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (or, in the case of any assignment of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender), or (3) such assignment is during the primary syndication of the Loans and Commitments to Persons identified by the Administrative Agent to the Company and approved by the Company (acting reasonably) on or prior to the Restatement Effective Date; provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Applicable Administrative Agent within ten (10) Business Days after having received written notice thereofthereof in accordance with Section 11.02; (B) the consent of the Applicable Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the each L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of Revolving Commitments or any assignment that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility if such assignment is to a Person that is (whether or not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderthen outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an a Specified Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or, with respect to the Revolving A Commitments, such assignment is to a Revolving A Lender; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereofthereof in accordance with Section 11.02; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Incremental Term Loan Commitment or any Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilityfacility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such A Loans and Revolving A Commitments (other than an assignment is to a Person that is not a Lender with by a Revolving Credit Commitment, an Affiliate A Lender to any of such a Lender or an Approved Fund with respect to such a Lenderits Affiliates).

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) (excluding sub-clause (iv) of such clause (f)) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (which, in the case of an assignment in respect of the Revolving Credit Facility, shall be a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund with respect to 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 ten (10) 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line LoansObligations) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, Facility or (in the case of a Term Commitment only) an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate Lender (it being understood that each L/C Issuer shall be deemed to have consented to any assignment in respect of such a Lender or an Approved Fund with respect the Revolving Credit Facility unless it shall have objected thereto by written notice to such a Lenderthe Administrative Agent within five Business Days after having received written notice thereof).

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (fg) has occurred and is continuing at the time of such assignment or (2) such assignment is (x) from a Term Loan Lender to a Lender, an Affiliate of a Lender or an Approved FundFund or (y) from a Revolving Credit Lender to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund with respect to a Revolving Credit Lender; provided, provided that the Lead 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 five (105) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition: (A) the consent of the Borrower Company (on behalf of itself and the other Borrowers) (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under pursuant to Section 8.01(a11.1.(a), 11.1.(e) or (f11.1.(f) has occurred and is continuing shall exist at the time of such assignment or assignment, (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) any Term Loan Lender party hereto on the Agreement Date assigns its Term Loans to any assignee prior to the sixtieth (60th) calendar day following the Revolving Credit Effective Date; provided, provided that the each 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) any Term Commitment or a Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) or any unfunded Term Loan Commitments if such assignment is to a Person that is not already a Lender with a Revolving Credit Commitment in respect of the applicable Facilityor a Term Loan Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (2y) any a Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers each Issuing Bank and the Swing Line each Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 10.6(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed; provided, it shall not be deemed unreasonable for the Borrower Representative to withhold consent to any assignment to a Disqualified Lender for any reason) shall be required unless (1) an Event of Default under Section 8.01(a8.1(a), 8.1(f) or 8.1(g) (fin the case of Section 8.1(f) or 8.1(g), with respect to Holdings, LLC Subsidiary or any Borrower) has occurred and is continuing at the time of such assignment or assignment, (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (3) such assignment is to any Person that is not a Disqualified Lender and occurs at any time prior to the earlier of (x) the date that the primary syndication of the Loans and Revolving Credit Commitments has been completed, and (y) the ninetieth day following the Closing Date; provided, that the Borrower Representative shall be deemed to have consented to any such assignment (other than an assignment to a Disqualified Lender) unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) the Revolving Credit Commitments and Revolving Loans or any unfunded Commitments with respect to any Term Commitment Loan or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Incremental Term Loan if such assignment is to a Person that is not a Lender with a an existing Commitment in respect of the applicable Facilitythereof, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan or any Incremental Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers Issuing Bank and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility Commitments and Revolving Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitmentan existing Commitment in respect thereof, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 10.6(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed; provided, it shall not be deemed unreasonable for the Borrower Representative to withhold consent to any assignment to a Disqualified Lender for any reason) shall be required unless (1) an Event of Default under Section 8.01(a8.1(a), 8.1(f) or 8.1(g) (fin the case of Section 8.1(f) or 8.1(g), with respect to Holdings, LLC Subsidiary or any Borrower) has occurred and is continuing at the time of such assignment or assignment, (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (3) such assignment is to any Person that is not a Disqualified Lender and occurs at any time prior to the earlier of (x) the date that the primary syndication of the Loans has been completed, and (y) the ninetieth day following the Closing Date; provided, that the Borrower Representative shall be deemed to have consented to any such assignment (other than an assignment to a Disqualified Lender) unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any unfunded Commitments with respect to any Term Commitment Loan or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Incremental Term Loan if such assignment is to a Person that is not a Lender with a an existing Commitment in respect of the applicable Facilitythereof, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan or any Incremental Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(Bparagraph Section 9.04(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment of Revolving Credit Commitments unless (1x) an Event of Default under Section 8.01(aSections 7.01(b), (c), (h) or (fi) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, Revolving Credit Lender or an Affiliate or Approved Fund of a Revolving Credit Lender; (B) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment of Term Loans unless (x) an Event of Default under Sections 7.01(b), (c), (h) or (i) has occurred and is continuing at the time of such assignment, (y) such assignment is to a Lender or an Affiliate or Approved Fund of a Lender or an Approved Fund(z) such assignment is made during the primary syndication of the Term Loans to Persons previously identified to the Borrower in connection with the syndication process; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received notice thereof; (BC) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect any assignment, except for (i) an assignment of (1) a Commitment of any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is Class to a Person that is not a Lender with a Commitment in respect of the applicable Facility, Class or an Affiliate of such Lender or an Approved Fund with respect to of such Lender or (2ii) any an assignment of Term Loan Loans to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (CD) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) Issuing Bank shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderCommitments.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an a Default or Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment (provided that, for the avoidance of doubt, no assignment shall be made to a Competitor without the Borrower’s consent at any time) or (2) 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 (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; and (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or (2delayed) shall be required for any Term Loan assignment in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of a such Lender or an Approved Fund;Fund with respect to such Lender; and (CD) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility assignment of any Commitment if such assignment is to a Person that is not a Lender with a Revolving Credit CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 10.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term unfunded commitment to a term loan facility provided hereunder or any Revolving Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitycredit facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Facility to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the each L/C Issuers Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of each L/C Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Loans and Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderCommitments.

Required Consents. No consent Grantor shall use its best efforts to obtain all Required Consents as to each Lease and Subject Interest with respect to which an Overriding Royalty Interest is to be required for any assignment except conveyed by a Recordable Conveyance prior to the extent date such Recordable Conveyance is required by clause to be filed in accordance with Section 2.1(a), (b)(i)(Bb) or (c) of this Section and, in addition: Agreement (A) and shall continue such efforts thereafter if such consent shall not have been obtained until such consent shall have been obtained). To the consent extent any Required Consent shall not have been obtained with respect to any Lease or Subject Interests as of the Borrower (time the Recordable Conveyance for such consent not Lease or Subject Interests is required to be unreasonably withheld or delayed) shall be required unless filed in accordance with Section 2.1(a), (1) an Event of Default under Section 8.01(ab) or (fc) has occurred and is continuing at of this Agreement, then the time of such assignment or (2) 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund Overriding Royalty Interests with respect to such Lender Lease or (2) any Term Loan to a Person that is Subject Interests shall not a Lenderbe conveyed until such time as such Required Consent shall have been obtained and, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers until such time as such Required Consent shall have been obtained and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund Recordable Conveyance with respect to such a LenderLease or Subject Interests has been filed in accordance herewith, such Overriding Royalty Interests with respect to such Lease or Subject Interests shall be held by Grantor in trust for the benefit of Grantee under this Agreement and shall be subject to Section 9.2(b)(ii); provided that, as to any amounts so held in trust by Grantor, Grantor shall pay all such amounts held by Grantor to Grantee upon demand of Grantee and any such payment shall be deemed satisfaction of Grantor’s indemnity obligations to Grantee for amounts so held in trust, up to the amounts paid.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Person that is a Revolving Lender, an Affiliate of a any Revolving Lender or an Approved FundFund with respect to any Revolving Lender; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if unless such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Lender, an Affiliate of such any Revolving Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Revolving Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Commitment that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility (whether or not then outstanding); (D) [reserved]; and (E) the consent of the Lead Alternative Currency Fronting Lender (such consent not to be unreasonably withheld or delayed) shall be required if such upon effectiveness of the applicable assignment is to a Person that is not a the proposed assignee would be an Alternative Currency Participating Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderany Alternative Currency.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment; (2) such assignment is is, in the case of the Revolving Credit Facility, to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender, or, in the case of the Term Facility, to a Lender, an Affiliate of a Lender or an Approved Fund, or (3) such assignment is made in connection with the primary syndication of the credit facility provided herein and during the ninety (90) day period following the Closing Date; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any unfunded Term Commitment or any Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received the date written notice thereofthereof has been delivered to the Borrower by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower by such tenth (10th) Business Day; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender or (ii) the Term Loan Facility to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consents of the Issuing Lenders and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) or 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 clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower shall be required (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) (1) in the case of Term Loans such assignment is to a Lender, an Affiliate of a such Lender or an Approved Fund; providedFund of such Lender, that or (2) in the Borrower shall be deemed to have consented to any case of Revolving Commitments or Revolving Loans, such assignment unless it shall object thereto by written notice is to the Administrative Agent within ten (10) Business Days after having received notice thereofa Lender holding Revolving Commitments or an Affiliate of such Lender or an Approved Fund of such Lender; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of unless (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is of a Term Loan to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender Lender, or (2) any Term Loan in the case of Revolving Commitments or Revolving Loans, such assignment is to a Person that is not a Lender, Lender holding Revolving Commitments or an Affiliate of a such Lender or an Approved Fund;; and (C) the consent of the L/C Issuers and the Swing Line Lender each Issuing Bank (each such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), and the consent of the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if Commitments unless such assignment is to a Person that is not a Lender with a holding Revolving Credit CommitmentCommitments or Revolving Loans, an Affiliate of such a Lender or an Approved Fund with respect to of such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section 10.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of (1i) any Term Revolving Credit Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Loan if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Credit Lender, an Affiliate of such Revolving Credit Lender or an Approved Fund with respect to such Lender Revolving Credit Lender, or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the each L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten eight (10) 8) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of each of the L/C Issuer and the Swing Line Lender Lenders (each such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2) if such assignment is with respect to the Revolving Credit Facility, such assignment is to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or (except in the case of an assignment of all or any portion of any Lender’s Revolving Credit Commitment) an Approved Fund or (3) if such assignment is with respect to the Term Facility, such assignment is to a Lender, an Affiliate of a Lender or (so long as there are no Delayed Draw Commitments outstanding) an Approved Fund; provided, provided that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the Administrative Agent, L/C Issuers Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) such assignment is made during the period commencing on the Closing Date and ending on the date that is ninety (90) days following the Closing Date; provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender and (ii) the Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consents of the Issuing Lender and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) or 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 clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a6.01(a) or (f6.01(e) has occurred and is continuing at the time of such assignment assignment, or (2y) (1) in the case of any assignment of rights and obligations in respect of a Term Facility, such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund and (2) in the case of any assignment of rights and obligations in respect of a Revolving Facility, such assignment is to a Lender with a Commitment in respect of such Facility, an Affiliate of such a Lender or an approved fund with respect to such a Lender; provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers and the each Swing Line Lender Bank with a Swing Line Commitment (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of the Revolving Credit Facility if such assignment to the extent that the Swing Line Sub-Facility is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lendergreater than zero.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section, Section 11.06(g) and, in addition: (A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; providedprovided that (a) the Borrowers’ refusal to accept (assuming such acceptance is required pursuant to Section 11.06(g)) any Disqualified Institution shall be deemed to be not unreasonable by the Borrowers, that (b) the Borrower Borrowers shall be deemed to have consented to any such assignment unless it they shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, and (c) the Borrowers’ consent shall not be required during the primary syndication of the credit facility provided herein; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or Revolving Credit Commitment (and associated or Incremental Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a or any Incremental Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(Bi)(B) of this Section above and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, Lender or an Affiliate of a the assigning Lender or an Approved Fund; provided, that if the Borrower fails to respond to a request for a consent to the assignment within ten Business Days following the date such request is received by the Borrower, then 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 thereofassignment; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilityfacility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers each Issuer and the Swing Line Lender (each such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is Loans and/or Revolving Commitments to a Person that is not a Lender with an Assignee other than a Revolving Credit CommitmentLender; provided, an Affiliate that the Agent shall provide the Borrower with prompt written notice of such a Lender or an Approved Fund any assignment with respect to such a Lenderwhich the Borrower’s consent is not required.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Principal Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Revolving Credit Commitment, Term A-1 Commitment or Revolving Credit Term A-2 Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term A-1 Loan or Term A-2 Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the each L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) or in respect of the any Revolving Credit Facility Commitment if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed; 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 five (5) Business Days after having received notice thereof) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Loan Commitment or any Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilityfacility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment of Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Commitments or Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderLoans.

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by clause contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Purchased Asset or interest therein as to which (b)(i)(Bi) an assignment or transfer thereof or an attempt to make such an assignment or transfer without a Consent (a “Required Consent”) would constitute a breach or violation thereof or of this Section andapplicable Law, in addition: (A) or would adversely affect the consent of the Borrower (such consent not rights or obligations thereunder to be unreasonably withheld assigned or delayed) shall be required unless transferred to or for the account of Purchaser and (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2ii) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower Required Consent shall be deemed to not 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund been obtained with respect to such Lender Purchased Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by the Company of any such Purchased Asset or interest therein (2a “Delayed Asset”), and any assumption by Purchaser of any corresponding Assumed Liability, shall be made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, the Company and the Halcyon shall use their commercially reasonable efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Closing. Until all Required Consents with respect to each Delayed Asset have been obtained, (i) the Company shall hold the Delayed Asset on behalf of Purchaser, (ii) the Company and Halcyon shall cooperate with Purchaser for no additional consideration in any Term Loan lawful arrangement (including subleasing or subcontracting, or performance thereunder by the Company as Purchaser’s agent) reasonably requested by Purchaser to a Person that is provide Purchaser with all of the benefits of or under any such Delayed Asset and (iii) the Company shall otherwise enforce and perform for the account of Purchaser and as reasonably directed by Purchaser any other rights and obligations of the Company arising from such Delayed Asset (and not a Lenderwaive, an Affiliate alter or amend any of a Lender or an Approved Fund; (C) same without the consent of Purchaser). Halcyon shall cause the L/C Issuers Company to comply with its obligations under this Agreement and to maintain its existence until all of its obligations pursuant to this Section 1.6 and otherwise herein are performed in full and all Delayed Assets are transferred and assigned hereunder. At such time and on each occasion after the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund Closing Date as all Required Consents with respect to a Delayed Asset have been obtained, such a LenderDelayed Asset shall automatically be transferred and assigned by the Company to Purchaser for no additional consideration without any further act on the part of any Party.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(Ba)(ii) of this Section and, in addition: (Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(aSections 7.1.1, 7.1.4(a) or (f) 7.1.6 has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fundto any Federal Reserve Bank as collateral security pursuant to Regulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) 10 Business Days after having received notice thereof;; provided, further that in the case of an assignment to a Lender or an Affiliate of a Lender, so long as no Event of Default or a Prepayment Event has occurred and is continuing at the time of such assignment, such assignment shall be made in consultation with the Borrower; and (Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) the Commitments if such assignment is to a Person that is not (i) a Lender with with, prior to the effectiveness of the assignment, a Commitment in respect of the applicable Facility, Commitments or (ii) an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender unless such assignment is to any Federal Reserve Bank, or an Approved Fund; with the Borrower's consent (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for ), to any assignment in respect central governmental authority as collateral security pursuant to Regulation A of the Revolving Credit Facility if F.R.S. Board and any Operating Circular issued by such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFederal Reserve Bank.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower KBR (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of a Specified Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2) such assignment is of a Term B Loan, Incremental Term B Loan or Permitted Refinancing Term Loan that is a term B loan to a Lender, an Affiliate of a Lender or an Approved FundFund or (3) such assignment is of any Loan or Commitment (other than a Term B Loan, Incremental Term B Loan or Permitted Refinancing Term Loan that is a term B loan or Commitment in respect thereof), to a Lender under the Revolving Credit Facility or any Term A Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; provided, provided that the Borrower KBR shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof; and provided, further, that KBR’s consent shall not be required during the primary syndication of the Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any unfunded Term Commitment or any Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers under the Revolving Credit Facility and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, 11.7 and in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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 five (105) Business Days after having received notice thereofthereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or the Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Facility or any unfunded Commitments with respect to the Term Loan A-1 Facility, the Term Loan A-2 Facility or any Tranche of the Incremental Term Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility or Tranche of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loans or Incremental Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers each Issuing Lender and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section 12.07 and, in addition: (A) the consent of the Borrower Representative (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1x) an Event of Default under Section 8.01(aclauses (a), (b) (with respect to Article 8 only), (f), (g) or (fk) of Section 9.01 has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; providedFund of a Lender, provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to if the Administrative Agent has not received an objection thereto in writing within ten (10) Business Days after having received the Borrower Representative’s receipt of notice thereof;of such assignment; and (B) the consent of the Administrative Agent (and also the L/C Issuer or, if applicable, the Support Provider and the Swingline Lender, in the case of any assignment of Revolving Exposure), such consent not to be unreasonably withheld withheld, conditioned or delayed) , shall be required for assignments in respect of (1i) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility Exposure if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender Commitment or an Approved Fund with respect to such assigning Lender, provided that Administrative Agent’s (and L/C Issuer’s or, if applicable, Support Provider’s and the Swingline Lender’s) consent, shall be required if the proposed assignee Lender is a Defaulting Lender or (ii) a Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund of a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a6.01(a) or (f6.01(e) has occurred and is continuing at the time of such assignment assignment, or (2y) (1) in the case of any assignment of rights and obligations in respect of a Term Facility, such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund and (2) in the case of any assignment of rights and obligations in respect of a Revolving Facility, such assignment is to a Lender with a Commitment in respect of such Facility, an Affiliate of such a Lender or an approved fund with respect to such a Lender; provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative applicable Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative applicable Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers and the each Swing Line Lender Bank with a Swing Line Commitment (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of the Revolving Credit Facility if such assignment to the extent that the Swing Line Sub-Facility is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lendergreater than zero.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section 10.6 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (11)(x) a Default or an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment assignment, or (y) solely with respect to Section 10.6(b)(v)(C) below unless a Specified Event of Default has occurred and is continuing at the time of such assignment, (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) the Revolving Facility or any unfunded Commitments with respect to the Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers Issuing Lender and the Swing Line Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has shall have occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of (1i) any Term Commitment or Revolving Credit Commitment (commitments under revolving credit facilities and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) unfunded commitments under term loan facilities if such assignment is to a Person that is not a Lender with a Commitment commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any a funded Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Issuing Bank (each such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment in respect of any Revolving Commitment; and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of any Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing under Section 8.01(a) or Section 8.01(f), (f2) any other Event of Default has occurred and is has been continuing for more than 10 days at the time of such assignment or assignment, (23) in the case of a Revolving Credit Commitment, such assignment is to a Revolving Credit Lender or Affiliate of such a Lender or (4) in the case of a Term B Loan, such assignment is to an existing Lender, an Affiliate affiliate of a an existing 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term B Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term B Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if Facility; and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is to a Person that is not a Lender with a in respect of the Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section Sections 8.01(a), (f) or (fg) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Loan or Term Commitment if such assignment is to a Person that is not a Term Lender, an Affiliate of a Term Lender or an Approved Fund with respect to a Term Lender or (2) any Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the each L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is to a Person that is not a Lender with a in respect of the Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment to a Lender, an Affiliate of a Lender or an Approved Fund except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto given its consent ten days after the date notice thereof has been delivered by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofunless such consent is expressly refused by the Borrower prior to such tenth day; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) any a Revolving Credit Commitment, a Term Loan Commitment or Revolving Credit an Incremental Loan Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) no part of which has been utilized if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitysuch Class, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2y) any a Term Loan Commitment or an Incremental Loan Commitment which has been utilized to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent(s) of the relevant Issuing Lender(s) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the L/C Issuers each Swingline Lender and the Swing Line each Issuing Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderCommitments.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section above, and, in addition: (A) (I) with respect to any assignment of a Revolving Commitment, the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required required, unless (1) an a Specified Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender, and (II) with respect to any assignment of a Term Loan (or a Term Loan Commitment), the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required, unless (1) a Specified Event of Default has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that that, in each case, 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of of: (1I) any Term Loan Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityCommitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; or (2II) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the each L/C Issuers Issuer and the each Swing Line Lender (each such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment in respect of the any Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 12.02(a)(i)(B) of this Section and, in addition: (A) In the case of an assignment of Revolving Credit Loans or Revolving Credit Commitments, the consent of the Administrative Agent, the Borrowers (or the Borrower Representative on their behalf) and the L/C Issuer (such consents not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender Party; provided, that no such consent of the Borrowers (or the Borrower Representative) shall be required for any such assignment during the primary syndication of the Loans under this Agreement to Persons (other than competitors of the Borrowers) identified by the Administrative Agent to the Borrowers (or the Borrower Representative on their behalf) on or prior to the Closing Date; provided, further that the Borrowers (and the Borrower Representative) shall be deemed to have consented to any such assignment unless they (or the Borrower Representative on their behalf) shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof. (B) In the case of an assignment of Term Loans or Term Loan Commitments, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required, together with written notice to (but not the consent of) the Borrowers (or the Borrower Representative on their behalf); provided, however, that (a) an assignment of any Term Loan to a competitor of either Borrower shall require the prior consent of the Borrowers (or the Borrower Representative on their behalf); and (b) an assignment of any Term Loan to a non-commercial bank (other than any Approved Fund), or a commercial bank or any other Person that is purchasing for the benefit of a non-commercial bank (other than any Approved Fund), at a purchase price less than 75% of par value of such Term Loan shall require that a right of first refusal be offered (by way of notice to the Administrative Agent and the Borrower Representative only) to the Eligible Credit Party Assignees, such right of first refusal to be outstanding for no less than 5 Business Days and to be on terms no less favorable to the assigning Lender and any such Eligible Credit Party Assignee as those terms being offered to such non-commercial bank; provided, further, however, that no such consent shall be required, nor any such right of first refusal be required unless to be offered, if, in any case described in the foregoing proviso, (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or continuing, (2) such assignment is to a LenderLender Party, an Affiliate or (3) such assignment is being made during the primary syndication of a Lender or an Approved Fund; provided, that the Loans under this Agreement to Persons (other than competitors of the Borrowers) identified by the Administrative Agent to the Borrower Representative on or prior to the Closing Date. For all purposes of this clause (B), the Borrowers (and the Borrower Representative) shall be deemed to have consented to any such assignment (and the Eligible Credit Party Assignees shall be deemed to have declined any such right of first refusal) unless it the Borrowers (or the Borrower Representative on their behalf) shall object thereto have, by written notice to the Administrative Agent Agent, objected to such assignment or accepted such right of first refusal, as the case may be, within ten (10) 5 Business Days after having received notice thereof;. For the avoidance of doubt, if any right of first refusal is declined or deemed to be declined hereunder, the assignment giving rise to such right of first refusal may be consummated on the same (or substantially the same) terms as presented to the Borrower Representative as provided above, whether or not the Borrowers or the Borrower Representative shall have consented to such assignment. (BC) the The consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any assignment (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is other than to a Person Lender Party) that is increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding). Notwithstanding the foregoing, neither the consent of the Administrative Agent nor the execution of an Assignment and Assumption shall be required for an assignment to a Lender with a Commitment in respect of the applicable FacilityParty; provided, an Affiliate of such Lender or an Approved Fund with respect that any assignment to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) Fund without the consent of Administrative Agent and an executed Assignment and Assumption shall not release the L/C Issuers and the Swing Line assigning Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderfrom its obligations under this Agreement.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayeddelayed (it being agreed, however, that if assignment to a proposed assignee would, in the Borrower’s reasonable discretion, be reasonably likely to result in such proposed assignee qualifying as an Affected Lender, the Borrower’s withholding of consent to such assignment shall be deemed reasonable)) shall be required unless (1x) an Event of Default under specified in Section 8.01(a10.1.(a), or Section 10.1.(e) or (fSection 10.1.(f) has occurred and is continuing with respect to any Loan Party, shall exist at the time of such assignment or (2y) such assignment is (i) by a Revolving Lender to a Revolving Lender or by a Term Loan Lender to another Lender, (ii) to an Affiliate of a Lender or (iii) by a Term Loan Lender to an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) 5 Business Days after having received notice thereof;; provided, further, that notwithstanding the foregoing, the Borrower’s consent (which the Borrower may withhold in its sole discretion) shall be required for any assignment to a hedge fund. (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) any Term a Revolving Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or (y) a Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of each Issuing Bank and the Swingline Lender shall be required for any assignment in respect of a Revolving Commitment.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (which, in the case of an assignment in respect of the Revolving Credit Facility, shall be a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund with respect to a Revolving Credit 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 after having received notice thereof; (B) the consent of the applicable Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Agent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f8.01(f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Agent 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 the Borrower Agent’s consent shall be required with respect to any assignment to a Disqualified Institution notwithstanding the existence of an Event of Default under Section 8.01(a) or 8.01(f) and Borrower Agent’s refusal to consent to an assignment to any Disqualified Institution (to the extent such consent is required) shall not be deemed to be unreasonable; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Loan Commitment (excluding pursuant to Section 2.18), Revolving Credit Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Loan if such assignment is to a Person that is not a Lender with a Commitment or Loan in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved FundFund except for any assignments pursuant to Section 10.06(g) hereof; (C) the consent of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) or assignments in respect of any Revolving Credit Commitment or Revolving Loan 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; and (D) the consent of the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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 D Loan Commitments and the Term D Loan; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment the Initial Revolving Loans or Additional Revolving Credit Commitment (and associated Loans or Other Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a an Initial Revolving Loan Commitment in respect of the applicable Facilityor an Additional Revolving Loan Commitment or an Other Revolving Loan Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent consents of the L/C Issuers Issuing Bank and the Swing Line Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Initial Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Loan Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(Bb) (i)(B) of this Section and, in addition: (A) the consent of the Borrower Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 12.12(a)(i)(B) of this Section hereof and, in addition: : (Aa) the consent of the Borrower (such consent not to be unreasonably withheld or delayeddelayed and if it is delayed more than five (5) Business Days it is deemed to be given) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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; (Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayeddelayed and if it is delayed more than five (5) Business Days it is deemed to be given) shall be required for assignments in respect of (1i) the Revolving Facility or any unfunded Commitments with respect to any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; ; (Cc) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility if (whether or not then outstanding); and (d) the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Swingline loans (whether or not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderthen outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Parent Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that that, the Parent 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Incremental Term Loan Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityTerm Loan Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or and (2) any Term Loan or Incremental Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Administrative Agent (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of the any unfunded Revolving Credit Facility Commitment if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.; and (D) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) and the Swing Line Lender shall be required for any assignment in respect of the Revolving Commitment,

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (or, in the case of any assignment of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender); provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereofthereof in accordance with Section 11.02; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the each L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility if such assignment is to a Person that is (whether or not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderthen outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower shall be required (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) (1) in the case of Term Loans such assignment is to a Lender, an Affiliate of a such Lender or an Approved Fund; providedFund of such Lender, that or (2) in the Borrower shall be deemed to have consented to any case of Revolving Commitments or Revolving Loans, such assignment unless it shall object thereto by written notice is to the Administrative Agent within ten (10) Business Days after having received notice thereofa Lender holding Revolving Commitments or an Affiliate of such Lender or an Approved Fund of such Lender; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of unless (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is of a Term Loan to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to of such Lender Lender, or (2) any Term Loan in the case of Revolving Commitments or Revolving Loans, such assignment is to a Person that is not a Lender, Lender holding Revolving Commitments or an Affiliate of a such Lender or an Approved Fund;Fund of such Lender; and (C) the consent of the L/C Issuers and the Swing Line Lender each Issuing Bank (each such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), and the consent of the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if Commitments unless such assignment is to a Person that is not a Lender with a holding Revolving Credit CommitmentCommitments or Revolving Loans, an Affiliate of such a Lender or an Approved Fund with respect to of such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided, it shall not be considered unreasonable for the Borrower to withhold consent if the Borrower reasonably believes, in good faith, that the proposed assignee is a Disqualified Institution, so long as the Borrower provides prompt written notice thereof to the Administrative Agent in accordance with the terms hereof) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); (D) the consent of the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.Facility; and

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(Bb) of this Section 9.03 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2y) such the assignment is to a Lender, Person approved in writing by the Bondholder Designee or (z) the assignment is by (i) a Lender to a Person that is an Affiliate of such Lender, (ii) a Holder to a Person that is an Affiliate of such Holder or (iii) a Lender or Holder to a Person that is an Approved FundFund with respect to such Lender or Holder; 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) 5 Business Days after having received notice thereof;. Such permitted assignee shall be deemed to be the Lender (or, as provided below, a Holder) hereunder with respect to such assigned rights and obligations, and the Loan Parties shall ensure that such transferee is registered as a Lender or Holder, as applicable, and that any Liens on the Collateral provided for in the Collateral Agreement shall be for the benefit of such Lender or such Holder (as well as the other Holders of Revolving Notes and Lenders); and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) assignment if such assignment is to a Person that is not a Person approved in writing by the Bondholder Designee, a Lender with or Holder, is by a Commitment in respect of the applicable Facility, Lender to a Person that is not an Affiliate of such Lender Lender, is by a Holder to a Person that is not an Affiliate of such Holder, or is to a Person that is not an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderHolder.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofthereof except where such consent to any such assignment would cause the Borrower to incur additional costs under Section 3.01(a); (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the each L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment if such assignment is to a Person that is not a Lender with a Revolving Credit CommitmentLender, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender. The parties hereby agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (but not Bank of America, N.A.) may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Parent Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2) if such assignment is with respect to the Revolving Credit Facility, such assignment is to a Revolving Credit Lender or (3) if such assignment is with respect to the Term Facility or the Delayed Draw Term Facility, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Parent 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of if (1) any Term Commitment or such assignment is with respect to the Revolving Credit Commitment (Facility and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Revolving Credit Lender or (2) any such assignment is with respect to the Term Loan Facility or the Delayed Draw Term Facility and is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the each L/C Issuers Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a8.1(a), 8.1(b), 8.1(h) or (f8.1(i) has occurred and is continuing at the time of such assignment or assignment, (2) such assignment is in respect of a Term Loan and is to a Lender, an Affiliate of a such Lender or an Approved FundFund of such Lender, (3) such assignment is in respect of a Revolving Commitment and is to a Revolving Lender or (4) such assignment is in respect of a Delayed Draw Term Loan Commitment and is to another Lender with an existing Delayed Draw Term Loan Commitment; provided, provided that the Borrower shall be deemed to have consented provided consent if they fail to any approve or disapprove of such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received the date on which it receives notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments unless (1) such assignment is in respect of a Term Loan (1but, for the avoidance of doubt, not a Delayed Draw Term Loan Commitment) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with of such Lender, (2) such assignment is in respect of a Revolving Commitment and is to such a Revolving Lender or (23) any such assignment is in respect of a Delayed Draw Term Loan Commitment and is to a Person that is not a Lender, another Lender with an Affiliate of a Lender or an Approved Fund;existing Delayed Draw Term Loan Commitment; and (C) the consent of the L/C Issuers and the Swing Line Lender Issuing Bank (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility if (whether or not then outstanding), and the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Swingline Loans (whether or not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderthen outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that Fund or (z) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto primary syndication of the Loans has not been completed as determined by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofWachovia; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term a Revolving Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any a Term Loan A Commitment or a Term Loan B Commitment to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Canadian Agent (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of the a Canadian Revolving Credit Facility Commitment if such assignment is to a Person that is not a Canadian Lender with a Canadian Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender; and (D) the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a LenderRevolving Commitment.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) [Reserved]. (B) in connection with any assignment after the funding of the Loans on the Restatement Date, the written consent of the Borrower Products (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing under Section 8.01(b), (c), (h) or (i) at the time of such assignment or (2) (x) in respect of any Revolving Facility, such assignment is to a Revolving Facility Lender, an Affiliate of a Revolving Facility Lender or an Approved FundFund of a Revolving Facility Lender, (y) in respect of the Term A-1 Facility, such assignment is to a Term A-1 Lender or a Revolving Facility Lender, an Affiliate of a Term A-1 Lender or a Revolving Facility Lender or an Approved Fund of a Term A-1 Lender or Revolving Facility Lender or (z) in respect of the Term A-2 Facility, such assignment is to a Term A-2 Lender, an Affiliate of a Term A-2 Lender or an Approved Fund of a Term A-2 Lender; provided, provided that the Borrower Products shall be deemed to have consented to any such assignment in respect of any Loans under the Term A-1 Facility or Term A-2 Facility unless it shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received notice thereof; (BC) the written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term unfunded Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person person that is not a Lender with a Commitment in respect of under the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan if such assignment is to a Person person that is not a Lender, an Affiliate of a Lender or Lender, an Approved Fund;, Holdings, Products or any subsidiary of Holdings; and (CD) the written consent of the each (x) USD L/C Issuers Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the USD Revolving Credit Facility if and (y) Multicurrency L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is to a Person that is not a Lender with a in respect of the Multicurrency Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) the assignment is made in connection with the primary syndication of the Credit Facility and during the period commencing on the Effective Date and ending on the date that is ninety (90) days following the Effective Date; provided, that the each 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) 5 Business Days after having received notice thereof; and provided, further, that such Borrower’s consent shall not be required during the primary syndication of the Credit Facility; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or the Revolving Credit Commitment (and associated Loan Commitments and/or Canadian Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Loan Commitments if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Loan Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any the Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent consents of the L/C Issuers Issuing Lenders and the Swing Line Swingline Lender (each such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Loan Commitments and/or Canadian Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderLoan Commitments.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) shall be required unless (1) an Event of Default of the type described in Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Revolving Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilityfacility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Incremental Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment of Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Commitments or Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderLoans.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) such assignment occurs within 60 days of the Closing Date; providedprovided that (other than in the case of (x), that (y) or (z) above) 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 thereofthereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Loans; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) the Revolving Facility or any unfunded Commitments with respect to the Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2y) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers Issuing Lender and the Swing Line Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), Section 8.01(f) or (fSection 8.01(g)(i) has occurred and is continuing at the time of such assignment or assignment, (2) such assignment is to a Lender, an Affiliate of a Lender or Lender, an Approved Fund; provided, that MSSF or an Affiliate of MSSF (other than the Borrower shall be deemed to have consented to or any of its Subsidiaries) or (3) such assignment unless it shall object thereto by written notice to is in connection with the Administrative Agent within ten (10) Business Days after having received notice thereofprimary syndication of the Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or Lender, an Approved Fund with respect to such Lender Lender, MSSF or an Affiliate of MSSF (other than the Borrower or any of its Subsidiaries) or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or Lender, an Approved Fund, MSSF or an Affiliate of MSSF (other than the Borrower or any of its Subsidiaries); (C) the consent of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.Facility;

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term unfunded Revolving A Commitment or unfunded Revolving Credit B Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilityfacility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided that, in consenting to any such assignment, the Administrative Agent has no duty to, and shall not be liable to any Loan Party, any assignor or (2) assignee Lenders or any Term Loan of their respective Affiliates for any failure to, inquire or otherwise verify whether or not such assignment is being made to a Person that is not a LenderCompetitor, an Affiliate of a Lender and the Administrative Agent shall have no duty or an Approved Fund;obligation to enforce any prohibition on such assignment; and (C) the consent of the L/C Issuers Issuer and the Swing Line Lender (each such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a A Loans and Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderA Commitments.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(apursuant to Article VII(a), (b), (h) or (fi) has occurred and is continuing at the time of such assignment or (2) such assignment is an assignment of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the Swing Line obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a any Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section 11.06 and, in addition: (A) (1) with respect to the Revolving Facility only, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a9.01(a), (b) or (fi) has occurred and is continuing at the time of such assignment assignment, or (y) such assignment is to a Revolving Lender and (2) with respect to the Term Facilities only, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default under Section 9.01(a), (b) or (i) has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such a Lender or an Approved Fund of such with respect to such a Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the any L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more of its Letters of Credit Facility if such assignment is to a Person that is (whether or not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderthen outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 13.13(a)(i)(B) of this Section and, in addition: (Aa) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) such assignment is made in connection with the primary syndication of the Commitments and Loans by the Lead Arrangers on or prior to the Syndication Date (as defined in the Engagement Letter); provided, provided that the Borrower Representative 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; (Bb) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or the Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any the Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; (Cc) the consent of the L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility if (whether or not then outstanding); and (d) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is that increases the obligation of the assignee to a Person that is participate in exposure under one or more Swing Loans (whether or not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderthen outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a10.1(a), (b), (i) or (fj) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a LenderLender with a Commitment in respect of the applicable Credit Facility, an Affiliate of a such Lender or an Approved FundFund of such Lender; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) 10 Business Days after having received notice thereof;. (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or the Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Facility or any unfunded Term Loan Commitments if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment in respect of the applicable Facilityor a Term Loan Commitment, as applicable, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any the Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent consents of the L/C Issuers Issuing Lenders and the Swing Line Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required required, including in connection with the initial syndication of the Facilities, unless (1) an Event of a Specified Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any unfunded Term A US Commitment, any unfunded Term B Commitment or any Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers under the Revolving Credit Facility and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed; provided that it shall not be unreasonable for the Company to refuse consent to any Public Lender or to any Person that is not engaged in the making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (so long as such Lender, Affiliate of a Lender or Approved Fund is not a Public Lender); provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof;(sent in accordance with Section 10.02(a)(i)) of such proposed assignment; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term unfunded Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityCommitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; . The parties hereby agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (Cbut not Bank of America, N.A.) may, without notice to the consent Company or any other Company, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect date of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderthis Agreement.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(Bb)(i)(2) of this Section and, in addition: (A1) the consent of the Borrower Borrowing Agent (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Borrowing Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof; (B2) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) the Revolving Credit Facility or any unfunded Commitments with respect to the Term Loan Facility or Delayed Draw Term Facility, or (during the Delayed Draw Term Availability Period) any Delayed Draw Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) , if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan Loans, or (after the Delayed Draw Term Availability Period) any Delayed Draw Term Loans, to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C3) the consent of the L/C Issuers and the Swing Line Issuing Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 11.07(b)(i)(B) of this Section and, in additionand the following: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an a Specified Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is made (a) with respect to Term Loans to a Lender, an Affiliate of a Lender or an Approved FundFund and (b) with respect to Revolving Commitments and Revolving Loans, to a Revolving Lender or an Affiliate of the assigning Revolving Lender; provided, however, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to of Term Loans if the Administrative Agent Borrower does not respond within ten (10) Business Days after having received notice thereofof a written request for its consent with respect to such assignment; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a such Lender or an Approved Fund; provided, however, that the consent of the Administrative Agent shall not be required for any assignment to an Affiliated Lender or a Person that upon effectiveness of an assignment would be an Affiliated Lender, except for the separate consent rights of the Administrative Agent pursuant to clause (h)(v) of this Section 11.07; (C) the consent with respect to assignments of the L/C Issuers and Revolving Loans and/or Revolving Commitments, the Swing Line Lender (each such consent not to be unreasonably withheld withheld, conditioned or delayed); and (D) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to assignments of Revolving Loans and/or Revolving Commitments, each Issuing Bank (such a Lenderconsent not to be unreasonably withheld, conditioned or delayed).

Required Consents. No consent shall be required for any assignment to a Lender, an Affiliate of a Lender or an Approved Fund except to the extent required by clause (b)(i)(BSection 9.04(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower GEO (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower GEO shall be deemed to have consented to any such assignment unless it shall object thereto given its consent ten days after the date a request therefor has been delivered by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofunless such consent is expressly refused in writing by GEO prior to such tenth day; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) any a Revolving Credit Commitment, a Term Loan Commitment or Revolving Credit an Incremental Term Loan Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) no part of which has been utilized if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitysuch Class, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2y) any a Term Loan Commitment, a Term Loan or an Incremental Term Loan Commitment which has been utilized to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent(s) of the relevant Issuing Lender(s) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the L/C Issuers and the Swing Line each Issuing Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderCommitments.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Agent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), 8.01(b) (solely with respect to the failure to perform or comply with Section 7.12) or (f8.01(f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Agent 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 the Borrower Agent’s consent shall be required with respect to any assignment to a Disqualified Institution notwithstanding the existence of an Event of Default under Section 8.01(a), 8.01(b) (solely with respect to a failure to perform or comply with Section 7.12) or 8.01(f) and Borrower Agent’s refusal to consent to an assignment to any Disqualified Institution (to the extent such consent is required) shall not be deemed to be unreasonable; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Loan Commitment (excluding pursuant to Section 2.18), Revolving Credit Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Loan if such assignment is to a Person that is not a Lender with a Commitment or Loan in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved FundFund except for any assignments pursuant to Section 10.06(g) or (h) hereof; (C) the consent of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) or assignments in respect of any Revolving Credit Commitment or Revolving Loan 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; and (D) the consent of the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that if the Borrower fails to respond to a request for a consent to an assignment within five Business Days following the date such request is received by the Borrower, then 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 thereofassignment; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any syndication and/or assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) (1) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall will be required for the syndication or assignment by any Lender of all or a portion of its rights and obligations under this Agreement, unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment syndication or assignment; provided that (2x) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower shall will be deemed to have consented to any such assignment unless it shall object objects thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received receipt of written notice thereofand request for consent, (y) the initial Lender may participate any portion of the facility to any assignee other than a Competitor without the consent of the Borrower and (z) the consent of the Borrower shall not be required (I) if such assignment is to an Affiliate of such Lender or (II) if such assignment is to any assignee other than a Competitor, upon the determination by a Lender that its ownership of any of its rights or obligations hereunder is prohibited by applicable Law (including, without limitation, the Xxxxxxx Rule); (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) any Lender proposing an assignment pursuant to this Section 11.06(b) shall provide written notice to the Borrower of such proposed assignment no later than five (5) Business Days prior to the delivery of any Assignment and Assumption Agreement or other notice to the Administrative Agent for the purpose of initiating a request by the Administrative Agent for the consent of the L/C Issuers and the Swing Line Lender Borrower pursuant to clause (each such consent not to be unreasonably withheld or delayedA) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderabove.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section 8.07 and, in addition: (A) the consent of the Borrower Rayonier (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment assignment, or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Rayonier shall be deemed to have consented to any such CHAR2\1701593v10 assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereofthereof and provided further that any Borrower’s consent shall not be required during the primary syndication of the Facility; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) any Term a Revolving Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable FacilityRevolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2y) any a Term Loan or Incremental Term Loan Advance to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) with respect to an assignment of a Lender’s Revolving Commitment, the consent of each of the L/C Issuers Issuing Bank and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderrequired.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 10.6(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayeddelayed provided, it shall not be deemed unreasonable for the Borrower Representative to withhold consent to any assignment to a Disqualified Institution for any reason) shall be required unless (1I) an a Specified Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2II) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (III) such assignment is to any Person that is not a Disqualified Institution and occurs at any time prior to the earlier of (x) the date that the Administrative Agent shall notify the Borrower Representative that the primary syndication of the Loans and Revolving Credit Commitments has been completed (which the Administrative Agent hereby agrees to notify the Borrowers of upon the occurrence thereof), and (y) the sixtieth day following the Closing Date; provided, that the Borrower Representative shall be deemed to have consented to any such assignment (other than with respect to an assignment to a Disqualified Institution) unless it shall object thereto by written notice to the Administrative Agent within ten (10) 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) the Revolving Credit Commitments and Revolving Loans or any unfunded Commitments with respect to any Term Commitment Loan or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Incremental Term Loan if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitythereof, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan or any Incremental Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers each Issuing Bank and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility Commitments and Revolving Loans if such assignment is to a Person that is not a Lender with a Revolving Credit CommitmentCommitment in respect thereof, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed, it being understood that it is reasonable for the Borrower to withhold consent with regard to assignments of Revolving Credit Loans to a financial institution that is not a commercial bank or investment bank that customarily enters into such revolving facilities) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2) with respect to the Revolving Credit Facility, such assignment is to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved FundFund with respect to a Revolving Credit Lender or (3) with respect to the Tranche A Term Facility, such assignment is to a Tranche A Term Lender, an Affiliate of a Tranche A Term Lender or an Approved Fund with respect to a Tranche A Term Lender; provided, provided further that the Borrower shall be deemed to have 509265-1512-15059-Active.17708695.1 113 consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days days after having received written notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if Facility; and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is to a Person that is not a Lender with a in respect of the Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Commitment that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility if (whether or not then outstanding); (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is to a Person that is not a Lender with of a Revolving Credit Commitment, ; and (E) the consent of the Alternative Currency Fronting Lender (such consent not to be unreasonably withheld or delayed) shall be required if upon effectiveness of the applicable assignment the proposed assignee would be an Affiliate of such a Alternative Currency Participating Lender or an Approved Fund with respect to such a Lenderany Alternative Currency.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 11.06(b)(i)(B) of this Section and, in addition:: |US-DOCS\126402975.16140630557.8|| (A) the consent of the Borrower Holdings (such consent not to be unreasonably withheld or delayed) shall be required unless unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, or (3) such assignment is during the primary syndication of the Loans and Commitments to Persons identified by the Administrative Agent to Holdings on or prior to the Closing Date or the primary syndication of the 2020 Incremental Term Loans and 2020 Incremental Term Loan Commitments to Persons identified by the Administrative Agent to Holdings on or prior to the 2020 Incremental Amendment Effective Date or the primary syndication of the 2021 Incremental Term Loans and 2021 Incremental Term Loan Commitments to Persons identified by the Administrative Agent to Holdings on or prior to the 2021 Incremental Amendment Funding Date; provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to if Holdings has not given the Administrative Agent written notice of its objection to such assignment within ten (10) Business Days after having received written notice thereofto Holdings, Holdings shall be deemed to have consented to such assignment; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of of (1i) any Term Loan Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) 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 credit facilities provided herein; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term unfunded commitment to a term loan facility provided hereunder or any Revolving Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitycredit facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan term loan facility to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to unreasonably withheld or delayed) shall be required for any assignment in respect of the a Revolving Credit Facility A Commitment if such assignment is to a Person that is not a Lender with a Revolving Credit A Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof; provided, further, that the Borrower shall be deemed to have consented to those certain assignments as to which it and the Administrative Agent have been made aware prior to the Closing Date (the “Specified Assignments”); (B) the consent consents of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment or any Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; provided that the Administrative Agent shall be deemed to have consented to the Specified Assignments; and (C) the consent of the L/C Issuers and the Swing Line Lender Administrative Agent (each such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Revolving Credit Lender with or an Affiliate or Approved Fund of a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, 11.7 and in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received notice thereofthereof and provided, further, that the Borrower's consent shall not be required during the primary syndication of the Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or the Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Facility or any unfunded Commitments with respect to the Term Loan A‑1 Facility, the Term Loan A‑2 Facility or any Tranche of the Incremental Term Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility or Tranche of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loans or Incremental Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers each Issuing Lender and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment by a Lender except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a8.1(a), Section 8.1(f) or Section 8.1(c) (solely with respect to a breach of Section 7.1) shall have occurred and be continuing (it being agreed that the consent of the Borrower shall be required if such assignment is to a Disqualified Lender at any time that an Event of Default under Section 8.1(c) (solely with respect to a breach of Section 7.1) shall have occurred and be continuing and no Event of Default under Section 8.1(a)or Section 8.1(f) shall have occurred and be continuing) or (f) has occurred and is continuing at the time of such assignment or (2z) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or the Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Facility if such assignment is to a Person that is not a Lender with a Revolving Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers Issuing Lender and the Swing Line Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit CommitmentCommitment in respect of the Revolving Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to for the extent following: (A) the consents required by clause subsection (b)(i)(B) of this Section and, in addition:Section; (AB) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(aparagraphs (a), (b), (h) or (fi) of Article VII has occurred and is continuing at the time of such assignment or (2) to the extent such assignment is an assignment of Term Loans, 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; (BC) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Loan Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (CD) the consent of each Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit issued by such Issuing Bank (whether or not then outstanding); and (E) the consent of the L/C Issuers Borrower (unless an Event of Default under paragraphs (a), (b), (h) or (i) of Article VII has occurred and is continuing at the time of such assignment) and the Swing Line Swingline Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Parent Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Default or Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or assignment, (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) such assignment is made during the period commencing on the Restatement Date and ending on the date that is ninety (90) days following the Restatement Date; provided, that the Parent 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) 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such Lender and (ii) the Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consents of the Issuing Lender and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) or 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 clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) shall be required unless (1) an Event of Default under Section 8.01(apursuant to Sections 9.01(a), (f) or (fg) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (or, in the case of any assignment of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender); provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereofthereof in accordance with Section 11.02; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the each L/C Issuers Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect that increases the obligation of the Revolving assignee to participate in exposure under one or more Letters of Credit Facility if such assignment is to a Person that is or Swing Line Loan (whether or not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderthen outstanding).

Required Consents. No consent shall be required for any assignment to a Lender, an Affiliate of a Lender or an Approved Fund except to the extent required by clause (b)(i)(BSection 9.04(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower GEO (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of a Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower GEO shall be deemed to have consented to any such assignment unless it shall object thereto given its consent ten days after the date a request therefor has been delivered by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofunless such consent is expressly refused in writing by GEO prior to such tenth day; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1x) any Term Commitment or a Revolving Credit Commitment, an Incremental Term Loan Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) no part of which has been utilized if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facilitysuch Class, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2y) any an Incremental Term Loan Commitment which has been utilized to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent(s) of the relevant Issuing Lender(s) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); (D) the consent of the L/C Issuers each Swingline Lender and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) RCF LC Issuer shall be required for any assignment in respect of the Revolving Credit Commitments; and (E) the consent of each AUD LC Issuer shall be required for any assignment in respect of the Australian LC Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderCommitments.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (Ai) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (fg) has occurred and is continuing at the time of such assignment or (2) such assignment is (x) from a Term Loan Lender to a Lender, an Affiliate of a Lender or an Approved FundFund or (y) from a Revolving Credit Lender to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund with respect to a Revolving Credit Lender; provided, provided that the Lead 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 five (105) Business Days after having received notice thereof; (Bii) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (Ciii) the consent of the L/C Issuers and Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (iv) the consent of the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 12.8(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) 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 Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or the Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Facility or any unfunded Commitments with respect to the Term Loan Facility or the 2024 Incremental Term Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan Loans or 2024 Incremental Term Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers each Issuing Lender and the Swing Line Swingline Loan Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower GGC (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; providedprovided however, that the Borrower shall be deemed to have consented with respect to any assignment of a Canadian Revolving Commitment to a Lender, an Affiliate of a Lender or an Approved Fund that is a Foreign Lender, GGC shall have the right to consent to any assignment of such assignment Canadian Revolving Commitment to such Person unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofan Event of Default has occurred and is continuing; (B) the consent of the Domestic Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or Domestic Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Commitments if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityDomestic Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Canadian Administrative Agent (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment assignments in respect of (i) the Canadian Revolving Credit Facility Commitments if such assignment is to a Person that is not a Lender with a Canadian Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and (D) the consent of the Domestic L/C Issuers or the Canadian L/C Issuers shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Domestic Letters of Credit or Canadian Letters of Credit, respectively (whether or not such Letters of Credit are then outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) (1) in connection with any assignment on or prior to the funding of the Loans on the Funding Date, the prior written consent of the Borrower (in the Borrower’s sole discretion) shall be required, unless such assignment is to an Approved Lender; provided that notwithstanding the foregoing, the prior written consent of the Borrower shall be required if after giving effect to such assignment, such Approved Lender (other than any Initial Lender or any Co-Documentation Agent (or its applicable lending Affiliate)) holds more than 20% of the Aggregate Commitments calculated as of the time of such assignment and (2) in connection with any assignment after the funding of the Loans on the Funding Date, the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1i) an Event of a Default under Section 8.01(a) Sections 7.02, 7.05 or (f) 7.06 has occurred and is continuing at the time of such assignment or (2ii) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund with respect to such Lender; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten fifteen (1015) Business Days after having received notice thereof;; and (B) the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, 11.7 and in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof (or, if the Borrower notifies the Administrative Agent during such period that it is considering such assignment but requires additional time, 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 Credit Facilities; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Term Commitment or the Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Facility or any unfunded Commitments with respect to the Term A-1 Loan Facility, the Term A-2 Loan Facility or any Tranche of the Incremental Term Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Credit Facility or Tranche of such Credit Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loans or Incremental Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of the L/C Issuers Issuing Lenders and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(BSection 9.1(b)(i) of this Section and, in addition: (A) the written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) a Default (after expiry of any grace, cure and notice periods or as further extended with the approval of the Required Lenders) or an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent Agents within ten (10) Business Days after having received notice thereof;thereof (which notice shall provide, in bold type face, that if the Borrower does not object in writing to such assignment within ten Business Days, the Borrower’s consent shall have been deemed to have been provided); and (B) the consent of the Administrative Agent Agents (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any unfunded Commitments with respect to the Delayed Draw Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable such Term Loan Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) (1) in connection with any assignment on or prior to the funding of the Loans on the Funding Date, the prior written consent of the Borrower (in the Borrower’s sole discretion) shall be required, unless such assignment is to an Approved Lender and occurs after January 27, 2017; provided that notwithstanding the foregoing, the prior written consent of the Borrower shall be required if after giving effect to such assignment, such Approved Lender (other than any Initial Lender or any Co-Documentation Agent (or its applicable lending Affiliate)) holds more than 20% of the Aggregate Commitments calculated as of the time of such assignment and (2) in connection with any assignment after the funding of the Loans on the Funding Date, the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1i) an Event of a Default under Section 8.01(a) Sections 7.02, 7.05 or (f) 7.06 has occurred and is continuing at the time of such assignment or (2ii) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund with respect to such Lender; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten fifteen (1015) Business Days after having received notice thereof;; and (B) the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause paragraph (b)(i)(Bb)(1)(B) of this Section 11.7 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a9.1(a), Section 9.1(b), Section 9.1(h), Section 9.1(i) or (fSection 9.1(j) has occurred and is continuing at the time of such assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, Fund (it being understood that it shall not be deemed unreasonable for the Borrower shall be deemed to have consented withhold consent to any assignment if it reasonably believes that such assignment unless it shall object thereto by written notice would result in the Borrower incurring increased costs pursuant to the Administrative Agent within ten (10) Business Days after having received notice thereofSection 3.6 or Section 3.10); (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of (1) any Term Commitment an unfunded or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) revolving facility hereunder if such assignment is to CHAR1\1787260v5 a Person that is not a Lender with a Commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;; and (C) the consent of each Issuer (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment that increases the L/C Issuers obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lenderrevolving facility hereunder.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a) or (f) has shall have occurred and is continuing at the time of such CHAR1\1982293v2 assignment or (2y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for assignments in respect of (1i) any Term Commitment or Revolving Credit Commitment (commitments under revolving credit facilities and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) unfunded commitments under term loan facilities if such assignment is to a Person that is not a Lender with a Commitment commitment in respect of the applicable Facilitysuch facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any a funded Term Loan to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuers and the Swing Line Lender Issuing Bank (each such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment in respect of any Revolving Commitment; and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of any Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(Bb) (i) (B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment or (2) with respect to the Term Loans such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund and with respect to Revolving Credit Commitments or Revolving Credit Loans, such assignment is to a Revolving Credit Lender; provided, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received written notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment Loan if such assignment is to a Person that is not a Term Lender, an Affiliate of a Term Lender or an Approved Fund with respect to a Term Lender or (2) any Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable FacilityRevolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the each L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility if for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment is to a Person that is not a Lender with a in respect of the Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by clause subsection (b)(i)(B) of this Section 10.06 and, in addition: (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(aclause (a), (f) or (fg) of Section 8.01 has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund; provided, that the Borrower shall be deemed Fund with respect 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 thereofLender; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment (and associated Revolving Credit Loans and participations in L/C Obligations and in Swing Line Loans) if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Defaulting Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved FundFund with respect to such Lender; (C) the consent of the each L/C Issuers and the Swing Line Lender Issuer (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment to a Defaulting Lender or that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment to a Defaulting Lender or in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a LenderFacility.