Common use of Required Consents Clause in Contracts

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing an Incremental Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Incremental Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing an Incremental Revolving Commitment or Loan under the Refinancing Incremental Revolving Facility to a Revolving Credit Lender or Refinancing Incremental Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required (1) if such assignment is to a Person that is engaged in similar lines of business of, or is a competitor to, the Company or any of its Subsidiaries, which Person has been designated by the Company in its reasonable discretion by written notice to the Administrative Agent and the Lenders (including by posting such notice to the Platform) not less than ten Business Days prior to such date of assignment (it being understood and agreed that the Company’s withholding of consent to an assignment to such a Person shall be deemed reasonable); provided that in no event shall such written notice apply retroactively to disqualify any Person that has previously acquired an interest in the Loans and/or the Commitments that is otherwise permitted hereunder; and (2) for all other assignments unless (1x) an Event of Default under Section 8.01(a), (f) or (g) 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 that the Borrower Company shall be deemed to have consented to any such assignment under this clause (iii)(A)(2) unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, unfunded Term Commitment or any Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (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 and Refinancing Revolving Facilitythat increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); provided that no and (D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a the Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(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)8.01(1) or, (f) or (gsolely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) in respect of an assignment of all or a portion of the Term Loans only, 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 of all or a portion of the Term Loans unless it shall object have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofof a failure to respond to such request for assignment; and provided, further, provided further that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower shall be deemed to have consented to required for an assignment to any Lender if such Lender was previously identified in the initial allocations of all or a portion of the Loans provided by the Arrangers pursuant to the Borrower and reviewed and approved by the Borrower Section 10.07(h), (such approval not to be unreasonably withheld k) or delayed) in writing on or prior to the Closing Date(l); (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or (2) any Term Loan to a Person that is not a Lender, an Affiliate portion of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is Loans pursuant to Section 10.06(f10.07(g), (h), (k) below; andor (l), or (ii) from an Agent to its Affiliate; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuing Bank (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect at the time of the Revolving Credit Facility and Refinancing Revolving Facilitysuch assignment; provided that no consent of the L/C Issuers and Issuing Banks shall be required for any assignment not related to Revolving Commitments or Revolving Exposure or any assignment to an Agent or an Affiliate of an Agent; and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of a Swing Line Lender shall be required for any assignment of a not related to Revolving Credit Commitment Commitments or Revolving Credit Loan Exposure or any assignment to a Revolving Credit Lender an Agent or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderan Affiliate of an Agent.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection 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), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is not a Revolving Lender, an Affiliate of a Revolving Lender or an Approved FundFund with respect to such Revolving Lender or (y) in the case of an assignment of Incremental Term Loans or an Incremental Term Commitment, to a Person that is not an Incremental Term Lender, an Affiliate of such Incremental Term Lender or an Approved Fund with respect to such Incremental Term 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Lender, an Affiliate of such a Revolving Lender or an Approved Fund with respect to such Revolving Lender or (2y) any in the case of an assignment of Incremental Term Loan Loans or an Incremental Term Commitment, to a Person that is not a an Incremental Term Lender, an Affiliate of a such Incremental Term Lender or an Approved Fund, unless in the case of this clause (2), Fund with respect to such assignment is pursuant to Section 10.06(f) below; andIncremental Term Lender; (C) the consent of each 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 (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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of Loans or a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCommitment.

Required Consents. No Subject to Sections 10.02(c), (d), (e) and (g) neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document (other than the Fee Letter, which may be amended in accordance with its terms), pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Credit Party or Credit Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be required effective if the effect thereof would be to: (i) increase the Commitment of any Lender without the written consent of such Lender (but not, for the avoidance of doubt, the Required Lenders) (other than with respect to any assignment Incremental Facilities to which such Lender has agreed) (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment or Default or Event of Default shall constitute an increase in the Commitment of any Lender); (ii) reduce the principal amount of or premium, if any, on any Loan or LC Disbursement or reduce the rate of interest thereon, including any provision establishing a minimum rate (other than any waiver, extension or reduction of interest pursuant to Section 2.06(c) or any waivers or extensions of mandatory prepayments or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or reduce or waive any fees (including any Fees or any prepayment fee or premium) payable hereunder, without the written consent of each Lender directly and adversely affected thereby but not the Required Lenders (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii)); (iii) (A) extend the scheduled final maturity of any Term Loan, or any scheduled date of payment of principal amount of any Term Loan under Section 2.09 (other than, for the avoidance of doubt, any mandatory prepayment) except in accordance with Section 2.20, Section 2.21 and Section 2.22, (B) postpone the date for payment of any Reimbursement Obligation or any interest, premium or fees payable hereunder (other than waivers of default interest, Defaults or Events of Default, waivers or extension of any mandatory prepayments or default interest or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or (C) postpone the scheduled date of expiration of any Revolving Commitment or any Letter of Credit or date of repayment of any Revolving Loans or Letter of Credit, in each case, beyond the Revolving Maturity Date except in accordance with Section 2.18(c), Section 2.20, Section 2.21, and Section 2.22, as applicable, in any case, without the written consent of each Lender directly and adversely affected thereby (but not the Required Lenders); (iv) release Holdings, Intermediate Holdings or the Borrower or release all or substantially all of the value of the Subsidiary Guarantors from their Guarantee (except as expressly provided in Article IX), without the written consent of each Lender; (v) release all or substantially all of the Collateral from the Liens created by the Security Documents or subordinate such Liens on all or substantially all of the Collateral without the written consent of each Lender (except as otherwise expressly permitted hereby or by the Security Documents; provided that, for the avoidance of doubt, any transaction permitted under Section 6.04 or Section 6.05 shall not be subject to this clause (iii) to the extent required by subsection such transaction does not result in the release of all or substantially all of the Collateral; (b)(i)(Bvi) change any provision of this Section and10.02(b) that has the effect of decreasing the number of Lenders that must approve any amendment, modification or waiver (or, the approval of any Agent or Issuing Bank), without the written consent of each Lender; (vii) change the percentage set forth in the definition of “Required Lenders,” “Required Revolving Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any Additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (viii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in addition:each case without the written consent of such Agent; (ix) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agent and the Issuing Bank; (x) make any change or amendment including without limitation, any amendment of this Section 10.02(b)(x) which shall unless in writing and signed by the Issuing Bank in addition to the Lenders required above, adversely affect the rights or duties of the Issuing Bank under this Agreement or any document relating to any Letter of Credit issued or to be issued by it; or (xi) amend or modify (A) the consent definition of the Borrower (such consent not to be unreasonably withheld “Pro Rata Percentage” or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignmentany pro rata sharing provisions contained herein, or (2B) such assignment is the “waterfall” that applies following enforcement of the Loan Documents pursuant to a LenderSection 8.02, an Affiliate in each case without the written consent of a each Lender or an Approved Funddirectly and adversely affected thereby; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during this Agreement may be amended to make any change that by its terms only affects the 30 day period following rights and duties of Lenders holding Loans or Commitments of a particular Class (and not Lenders holding the Closing Date, Loans or Commitments of any other Class) with the Borrower shall be deemed to have consented to an assignment to any Lender consent of the Lenders holding the relevant Loans or Commitments voting as if such Class were the only Class hereunder. Notwithstanding anything herein to the contrary, (I) no Defaulting Lender was previously identified shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required under clause (i), (ii) or (iii) in the initial allocations of the Loans provided by the Arrangers first proviso to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayedfirst sentence of this Section 10.02(b) in writing on or prior and, but only to the Closing Date; extent that any such matter disproportionately affects such Defaulting Lender, clauses (Biv) or (v) of such proviso, (II) this Agreement and any other Loan Document may be amended, modified or supplemented solely with the consent of the Administrative Agent (such or the Collateral Agent, as applicable) and the Borrower, each in their sole discretion, without the need to obtain the consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility other Lender if such assignment amendment, modification or supplement is delivered in order to a Person that is (w) cure ambiguities, defects, errors, mistakes, omissions in this Agreement or the applicable Loan Document (so long as the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not a Lender with a Commitment in respect have received, within five (5) Business Days of the applicable date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment), (x) add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent) in connection with an Incremental Facility or Credit Agreement Refinancing FacilityIndebtedness, an Affiliate (so long as the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such Lender or an Approved Fund notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment), (y) create a fungible Class of Term Loans (including by increasing (but, for the avoidance of doubt, not by decreasing) the amount of amortization due and payable with respect to such Lender any Class of Term Loan) or (2) any Term Loan to a Person that is not a Lenderz), an Affiliate of a Lender or an Approved Fund, unless in the case of any applicable Intercreditor Agreement (or any other intercreditor agreement and/or subordination agreement pursuant to, or contemplated by, the terms of this clause Credit Agreement (2), such assignment is including with respect to Indebtedness permitted pursuant to Section 10.06(f6.01 and defined terms referenced therein)), if such amendment relates to Obligations other than the Obligations hereunder, or to grant a new Lien for the benefit of the Secured Parties or extend an Existing Lien over additional property and (III) below; and (C) this Agreement and the other Loan Documents may be amended, modified or supplemented solely with the consent of the Administrative Agent (or the Collateral Agent, as applicable) and the Borrower in order to give effect to the appointment of an Additional Borrower in accordance with Section 2.23. Any waiver, amendment, supplement or modification in accordance with this Section 10.02 shall apply equally to each of the L/C Issuers affected Lenders and shall be binding upon Holdings, Intermediate Holdings, the Borrower, the Subsidiary Guarantors, all Lenders, the Administrative Agent, the Collateral Agent and all future holders of the affected Loans. In the case of any waiver in accordance with this Section 10.02, Holdings, Intermediate Holdings, the Borrower, the Subsidiary Guarantors, the Lenders, the Administrative Agent and the Swing Line Lender (in each caseCollateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, such consent not and any Default or Event of Default so waived shall be deemed to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility cured and Refinancing Revolving Facility; provided not continuing, it being understood that no consent such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the L/C Issuers and foregoing provisions, the Swing Line Lender Administrative Agent may, but shall be required for have no obligations to, with the concurrence of any assignment Lender, execute amendments, modifications, waivers or consents on behalf of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required for an assignment to any Person unless (1I) an a Specified Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2II) such assignment is to a Person that is a Lender, an Affiliate of a Lender or Lender, an Approved Fund, or solely with respect to the assignment of an Incremental Term Loan, the Company, an Affiliated Lender or a Subsidiary of the Company (each Person with respect to whom such Company consent has been received, or is not required under clause (I) or clause (II) of this sentence, an “Eligible Assignee”); provided that if a prospective assignee (x) is not a commercial bank, finance company, insurance company, financial institution or fund (a “Non-Financial Entity”), the Borrower Company shall be deemed to be acting reasonably in withholding its consent if such person is a direct or indirect competitor of the Company as notified by the Company to the Administrative Agent within five Business Days after being informed of the identity of such Non-Financial Entity or (y) is a Lender that is a non-consenting Lender that the Company is at such time permitted to replace pursuant to Section 10.01 or otherwise is a Lender that the Company is at such time permitted to replace pursuant to Section 10.12, the Company shall be deemed to be acting reasonably in withholding its consent; provided, further, that solely with respect to an assignment of any Term Loans, the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Lender; provided that the Administrative Agent shall be deemed to be acting reasonably in withholding its consent to a Person prospective assignee that is not a Defaulting Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment (whether or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is to a Lender, an a Lender 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender, a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, 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 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 (2whether or not then outstanding) any Term Loan if such assignment is to a Person that is not a Lender, an a Lender Affiliate of a such Lender or an Approved Fund, unless in the case of this clause (2), Fund with respect to such assignment is pursuant to Section 10.06(f) belowLender; and (CD) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; assignment of any Commitment if such assignment is to a Person that is not a Lender, a Lender Affiliate of such Lender or an Approved Fund with respect to such Lender provided that no the provisions of this clause (iii) shall not apply to any assignment to Rhône Capital L.P. or its Affiliates pursuant to the purchase right in Section 5.4 of the Intercreditor Agreement. The parties agree that Rhône Capital L.P. (“Rhône”) is a vested third party beneficiary of this Section 10.06 solely to the extent of its purchase right in the Intercreditor Agreement, and the parties agree that this Section 10.06 shall not be amended in a manner that would prohibit such purchase right without the prior written consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderRhône.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(2)(a)(ii) of this Section and, in addition: (Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1I) an Event of Default under Section 8.01(a)8.01(1) or, (f) or (gsolely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2II) in respect of an assignment of all or a portion of the Term Loans only, such assignment is to a Lender, an Affiliate of a Lender (including, solely with respect to PSP, to any of its Affiliates with mezzanine or private equity activities) or an Approved Fund; provided that that, notwithstanding the foregoing, it shall not be unreasonable for the Borrower shall be deemed to have consented withhold its consent to any assignment to any Person that is not expressly a Disqualified Institution but is known by the Borrower to be an Affiliate of a Disqualified Institution without regard as to whether such assignment unless it shall object thereto by written notice to Person is identifiable as an Affiliate of a Disqualified Institution on the Administrative Agent within ten Business Days after having received notice thereofbasis of such Affiliate’s name; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower shall be deemed to have consented to required for an assignment to any Lender if such Lender was previously identified in the initial allocations of all or a portion of the Loans provided by the Arrangers pursuant to the Borrower and reviewed and approved by the Borrower Section 10.07(8), (such approval not to be unreasonably withheld 11) or delayed) in writing on or prior to the Closing Date(12); (Bii) the consent of the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided that no consent of the Administrative Agent (or (2to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) any Term Loan to shall be required for an assignment of all or a Person that is not a Lender, an Affiliate portion of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is Loans pursuant to Section 10.06(f10.07(8), (11) below; andor (12); (Ciii) the consent of each applicable Issuing Bank at the time of the L/C Issuers and the Swing Line Lender such assignment (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 and Refinancing Revolving Facilityrequired; provided that no consent of the L/C Issuers and applicable Issuing Bank shall be required for any assignment not related to Revolving Commitments or Revolving Exposure; (iv) the consent of each Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of a Swing Line Lender shall be required for any assignment not related to Revolving Commitments or Revolving Exposure; and (v) with respect to assignments (but not, for the avoidance of doubt, Participations) of any Commitments and Loans under any Revolving Facility, the consent of TPG Global, LLC shall be required (such consent not to be unreasonably withheld or delayed) (so long as the Investors hold, directly or indirectly, at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower) unless an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date (it being understood that TPG Global, LLC shall be an express third party beneficiary of the provisions in this Section 10.07(2)(c)(v)); provided that, notwithstanding the foregoing, TPG Global, LLC may, in its sole discretion, withhold its consent to any assignment to any Person that is not expressly a Disqualified Institution but is known by TPG Global, LLC to be an Affiliate of a Revolving Credit Commitment or Revolving Credit Loan Disqualified Institution without regard as to whether such Person is identifiable as an Affiliate of a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under Disqualified Institution on the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderbasis of such Affiliate’s name.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(Bb)(i)(b) of this Section and, in addition: (Aa) the consent of each 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)12.1.1, (f) 12.1.9 or (g) 12.1.10 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; Fund (provided that the Borrower shall be deemed no Canadian Revolver Lender may assign its rights or obligations hereunder to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to a Lender or an assignment to any Lender Approved Fund if such Lender was previously identified in assignee would not satisfy the initial allocations definition of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date“Canadian Revolver Lender”); (Bb) 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 Commitment, Revolving Credit Loan U.S. Revolver Commitment or Loan in respect of a Refinancing Revolving Facility Canadian Revolver Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate or branch of such that Lender or an Approved Fund with respect to that Lender; (c) the consent of the Issuing Bank (such Lender 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 (2) any Term Loan to a Person that is whether or not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2then outstanding), such assignment is pursuant to Section 10.06(f) below; and (Cd) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment U.S. Revolver or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCanadian Revolver Commitment.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing an Incremental Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderIntentionally Left Blank.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) 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 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 five (5) Business Days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Multicurrency RCF Commitment or US Dollar RCF Commitment if such assignment is to a Person that is not a Lender with a Multicurrency RCF Commitment or US Dollar RCF Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility as the case may be, (2) any Term Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (23) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each 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 (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Multicurrency Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a US Dollar Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection 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 of this Section andapplicable Law, in addition: (A) would be ineffective 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), (f) or (g) 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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 Seller of any such Purchased Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), and any assumption by Purchaser of any corresponding Assumed Liability (a “Delayed Liability”), shall be subject to all such assignment is pursuant Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Seller shall use its commercially reasonable efforts to Section 10.06(fobtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Seller, Purchaser or any of their respective Affiliates, and Purchaser shall reasonably cooperate with Seller in connection therewith. Until all Required Consents with respect to each Delayed Asset have been obtained (but in any event, for no longer than six (6) belowmonths following the Closing), to the extent permitted by applicable Law and not prohibited by contractual terms applicable to the Delayed Asset: (i) Seller shall hold the Delayed Asset on behalf of Purchaser; and (Cii) Seller shall cooperate with Purchaser for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) requested by Purchaser to provide Purchaser with all of the benefits of or under any such Delayed Asset; (iii) Seller shall otherwise enforce and perform for the account of Purchaser and as directed by Purchaser any other rights and obligations of Seller arising from such Delayed Asset (and not waive, alter or amend any of same without the consent of each Purchaser); and (iv) Purchaser shall assume no Delayed Liability with respect to the Delayed Asset. Seller designates Purchaser as its irrevocable, true, and lawful attorney-in-fact and grants Purchaser an irrevocable power of attorney to take all actions determined by Purchaser to be in furtherance of the L/C Issuers and the Swing Line Lender (in each caseforegoing, such consent not designation to be unreasonably withheld coupled with an interest. Seller shall maintain its corporate or delayedlimited liability company existence until all of its obligations pursuant to this Section 1.1(e) are performed in full, and all Delayed Assets are transferred and assigned hereunder. At such time and on each occasion after the Closing as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by the applicable Seller to Purchaser for no additional consideration without any further act on the part of any Party. No Delayed Liability shall be assumed by Purchaser until the corresponding Delayed Asset has been transferred or assigned to Purchaser, as applicable, in accordance with the terms and conditions of this Section 1.1(e). For purposes of clarity, it is acknowledged and agreed that Seller’s obligation under this Section 1.1(e) shall be required for any assignment in respect expire at the six (6) month anniversary of the Revolving Credit Facility and Refinancing Revolving Facility; provided that Closing, following which xxxx Xxxxxx shall have no consent of the L/C Issuers and the Swing Line Lender shall be required for further obligations hereunder with respect to any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderDelayed Asset.

Required Consents. No consent shall Subject to Sections 12.04(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be required for any assignment except to waived, amended, supplemented or modified except, in the extent required by subsection (b)(i)(B) case of this Section andAgreement, pursuant to an agreement or agreements in addition: (A) writing entered into by the Borrowers and the Majority Lenders or by the Borrowers and the Administrative Agent with the consent of the Borrower Majority Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Instrument) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Majority Lenders; provided that no such consent not to be unreasonably withheld or delayed) agreement shall be required unless effective if the effect thereof would: (1i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an Event increase in the Commitment of any Lender); (ii) forgive or reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest or premium thereon (other than interest at the Post-Default Rate), or forgive or reduce any fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii)); (iii) (A) postpone the scheduled final maturity of any Loan, or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 8.01(a3.01(b), (fB) postpone the date for payment of any reimbursement obligation with respect to a LC Disbursement or any interest or fees payable hereunder, (C) forgive or reduce the amount of, waive or excuse any such payment (other than waiver of interest at the Post-Default Rate), or (D) postpone the scheduled date of expiration of any Commitment or any Letter of Credit beyond the Revolving Credit Termination Date, in any case, without the written consent of each Lender directly affected thereby; (iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby; (v) permit the assignment or delegation by a Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender; (vi) release one or more Guarantors from their Guarantee (except as expressly provided in Article XIII), if such release is in respect of a material portion of the value of the Guarantees to the lenders, without the written consent of each Lender; (vii) release all or substantially all of the Collateral from the Liens under the Security Instruments or alter the relative priorities of the Secured Obligations entitled to the Liens under the Security Instruments, in each case without the written consent of each Lender (it being understood that additional Classes of Loans consented to by the Majority Lenders may be equally and ratably secured by the Collateral with the then existing Secured Obligations under the Security Instruments); (viii) change Section 4.02 in a manner that would alter the pro rata sharing of payments or set-offs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, without the written consent of each Lender directly affected thereby; (ix) change any provision of this Section 12.04(b) or Section 12.04(c) or (gd), without the written consent of each Lender directly affected thereby (except for additional restrictions on amendments or waivers for the benefit of Lenders of additional Classes of Loans consented to by the Majority Lenders); (x) has occurred and is continuing at change the time percentage set forth in the definition of “Majority Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such assignmentClass, as the case may be), other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (xi) change the application of prepayments as among or between Classes under Section 2.08(g), without the written consent of the Majority Lenders of each Class that is being allocated a lesser prepayment as a result thereof (it being understood that the Majority Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment that is still required to be made, if any, is not changed and, if additional Classes of Term Loans under this Agreement consented to by the Majority Lenders are made, such new Term Loans may be included on a pro rata basis in the various prepayments required pursuant to Section 2.08(g)); (xii) change or waive any provision of Article XI as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent; (2xiii) such assignment is change or waive any obligation of the Lenders relating to a Lenderthe issuance of or purchase of participations in Letters of Credit, an Affiliate without the written consent 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 Business Days after having received notice thereofand the Issuing Bank; and or (xiv) change or waive any provision hereof relating to Swingline Loans (including the definition of “Swingline Commitment”), without the written consent of the Swingline Lender; provided, further, that notwithstanding the foregoingany waiver, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld amendment or delayed) in writing on or modification prior to the Closing Date; completion of the primary syndication of the Commitments and Loans may not be effected without the written consent of the Administrative Agent. Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (B) and any amendment, waiver or consent which by its terms requires the consent of all the Lenders or each affected Lender may be effected with 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2Lenders other than Defaulting Lenders), such assignment is pursuant to Section 10.06(fexcept that (x) below; and (C) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of each of such Defaulting Lender and (y) any amendment, waiver or consent requiring the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of all the L/C Issuers and Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the Swing Line Lender other affected Lenders shall be required for any assignment require the consent of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Defaulting Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed, 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), (f) or (g) has occurred and is continuing at the time of such assignment, or (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, (3) with respect to the Tranche B-1 Term Loan Facility, such assignment is to a Tranche B-1 Term Lender, an Affiliate of a Tranche B-1 Term Lender or an Approved Fund with respect to a Tranche B-1 Term Lender or (4) with respect to the Tranche B-2 Term Loan Facility, such assignment is to a Tranche B-2 Term Lender, an Affiliate of a Tranche B-2 Term Lender or an Approved Fund with respect to a Tranche B-2 Term Lender; provided further 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 Business Days days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (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 and Refinancing Revolving Facility; provided that no and (D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a the Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.06(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Holdings (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 (g) 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 FundFund (other than an Approved Fund managed by a Defaulting Lender or Affiliate of a Defaulting Lender) or (3) such assignment is by an Arranger in connection with the initial syndication of the Facilities hereunder; provided that the Borrower Holdings 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 (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 A Commitment, Term B Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender (other than a Defaulting Lender) with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender (other than a Defaulting Lender) or an Approved Fund (other than an Approved Fund managed by a Defaulting Lender or Affiliate of a Defaulting Lender) with respect to such Lender (other than a Defaulting Lender) or (2) any Term A Loan or any Term B Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each consents of the L/C Issuers Issuer and the Swing Line Lender (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Incremental Revolving Credit Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Incremental Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing an Incremental Revolving Commitment or Loan under the Refinancing Incremental Revolving Facility to a Revolving Credit Lender or Refinancing Incremental Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is a Revolving Lender, an Affiliate of a Revolving Lender or an Approved FundFund with respect to such Revolving Lender or (y) in the case of an assignment of Incremental Term Loans or an Incremental Term Commitment, to a Person that is an Incremental Term Lender, an Affiliate of such Incremental Term Lender or an Approved Fund with respect to such Incremental Term 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Lender, an Affiliate of such a Revolving Lender or an Approved Fund with respect to such Revolving Lender or (2y) any in the case of an assignment of Incremental Term Loan Loans or an Incremental Term Commitment, to a Person that is not a an Incremental Term Lender, an Affiliate of a such Incremental Term Lender or an Approved Fund, unless in the case of this clause (2), Fund with respect to such assignment is pursuant to Section 10.06(f) below; andIncremental Term Lender; (C) the consent of each 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 any assignment in respect of Revolving Loans or a Revolving Commitment to a Person that is not a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to such Revolving Lender; and (D) the consent of 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 and Refinancing Loans or a Revolving Facility; provided Commitment to a Person that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment is not a Revolving Lender, an Affiliate of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility an Approved Fund with respect to a Revolving Credit Lender or Refinancing such Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Incremental Revolving Credit Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderIntentionally Left Blank.

Required Consents. No Subject to Section 14.02(c) and (d), and Section 2.11(c), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by US Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the US Loan Party or US Loan Parties that are party thereto, in each case with the written consent of the US Required Lenders; provided that no such agreement shall be required for effective if the effect thereof would: (i) increase the US Commitment of any assignment US Lender without the written consent of such US Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the US Commitment of any US Lender); (ii) reduce the principal amount or premium, if any, of any US Loan (except in connection with a payment contemplated by clause (ix) below) or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(f)), or reduce any US Commitment Fees payable hereunder, or change the form or currency of payment of any US Obligation, without the written consent of each US Lender directly affected thereby (it being understood that any amendment or modification to the extent financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii)); (iii) (A) change the scheduled final maturity of any US Loan, or any scheduled date of payment (or permitted prepayment) of any US Loan, (B) postpone the date for payment of any interest, premium or fees that constitute US Obligations payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(f)), or (D) postpone the scheduled date of expiration of any US Commitment beyond the Maturity Date, in any case, without the written consent of each US Lender directly affected thereby; (iv) increase the maximum duration of Interest Periods in respect of US Eurodollar Borrowings hereunder, without the written consent of each US Lender directly affected thereby; (v) permit the assignment or delegation by US Borrower of any of its rights or obligations under any Loan Document, without the written consent of each US Lender; (vi) release Holdings or any other Guarantor from its guarantee of the Guaranteed Obligations in respect of US Obligations, or limit its liability in respect of such guarantee, without the written consent of each US Lender; (vii) change Section 12.04 without the written consent of each US Lender; (viii) change Section 2.17(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required by subsection thereby or any other provision in a manner that would alter the pro rata allocation among the US Lenders of US Loan disbursements, including the requirements of Sections 2.02(a) and 2.20(d), without the written consent of each Lender directly affected thereby or change the last sentence of Section 2.08 without the written consent of each Lender; (b)(i)(Bix) change any provision of this Section and14.02(b) or Section 14.02(c), without the written consent of each US Lender directly affected thereby; (x) change the percentage set forth in the definition of “US Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of US Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each US Lender, other than to increase such percentage or number or to give any additional US Lender or group of US Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (xi) subordinate the US Obligations to any other obligation, without the written consent of each US Lender; (xii) change or waive any provision of Article XIV as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in additioneach case without the written consent of the Administrative Agent; or (xiii) change or waive any provision hereof relating to Swingline Loans (including the definition of “Swingline Commitment”), without the written consent of each Swingline Lender or any provision hereof relating to Letters of Credit without the written consent of each Issuing Bank. Notwithstanding anything to the contrary herein: (A) no US Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall US Lender would be required unless under clause (1) an Event of Default under Section 8.01(ai), (fii) or (giii) has occurred and is continuing at in 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 proviso to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations first sentence of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datethis Section 14.02(b); (B) the consent of any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by US Borrower and the Administrative Agent (such without the consent not of any US Lender) solely to be unreasonably withheld cure a defect or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) belowerror; and (C) any Issuing Bank may increase the maximum amount of Letters of Credit it has agreed to issue without the consent of each of the L/C Issuers 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 and Refinancing Revolving Facilityother Person; provided that no consent the aggregate face amount for all Letters of Credit outstanding shall not exceed the L/C Issuers and the Swing Line Lender shall be required for any assignment Letters of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderMaximum Amount.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that the Borrower will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required unless (1) an Event of Default under 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; provided that the Borrower shall be deemed to have consented to any Fund or (3) such assignment unless it shall object thereto is made by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, an Arranger during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations primary syndication of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateFacilities; (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 A Commitment, Revolving Credit Loan Commitment or Loan in respect of a Refinancing Revolving Facility Credit Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause Fund or (2), 3) any Revolving Credit Commitment or Revolving Credit Loans if such assignment is pursuant to Section 10.06(f) belowa Term A Lender that is not also a Revolving Credit Lender; and (C) the consent of each of the L/C Issuers and the Swing Line Lender and each L/C Issuer (in each case, such consent not to be unreasonably withheld or delayed; provided that the Swing Line Lender and each L/C Issuer will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a), (f) or (g) 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 FundFund in respect of the Revolving Credit Facility, the Term Facility or the Tranche B Incremental Facility; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, the Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2ii) any Term Loan Advances if such assignment is to a Person that who is not a Lender, an Affiliate of a Lender or an Approved FundFund in respect of the Revolving Credit Facility, unless in the case of this clause Term Facility or the Tranche B Incremental Facility or (2), iii) any Tranche B Incremental Loans if such assignment is pursuant to Section 10.06(f) belowa Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility or the Tranche B Incremental Facility; and (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) Issuing Bank shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Specified Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2y) such assignment is to a LenderLender with a Commitment or outstanding Loans in respect of the applicable Credit Facility, an Affiliate of a such Lender or an Approved FundFund of such Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower Borrower’s consent shall be required (and shall not be deemed to have consented be provided at any time) with respect to any assignment to a Disqualified Institution notwithstanding the existence of a Specified Event of Default and Xxxxxxxx’s refusal to consent to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval Disqualified Institution shall not be deemed to be unreasonably withheld or delayed) in writing on or prior to the Closing Dateunreasonable; (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 Commitment, the Revolving Credit Facility or any unfunded Incremental Term Loan or Loan in respect of a Refinancing Revolving Facility Commitments if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment in respect of the applicable Facility or Refinancing Facilitya Term Loan, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each consents of the L/C Issuers Issuing Lenders and the Swing Line Swingline 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection 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 no Event of Default under Section 8.01(a)Sections 7.1.1, (f7.1.4(a) or (g) 7.1.6 has occurred and is continuing at the time of such assignment, or (2y) such assignment is to a LenderLender Party, an Affiliate of a Lender Party 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 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, further that notwithstanding in the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to case of an assignment to any a Lender if Party or an Affiliate of a Lender Party, so long as no Event of Default or a Prepayment Event has occurred and is continuing at the time of such Lender was previously identified assignment, such assignment shall be made in consultation with the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateBorrower; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility the Commitments if such assignment is to a Person that is not (i) a Lender with Party with, prior to the effectiveness of the assignment, a Commitment in respect of Revolving Credit Commitments, the applicable Letter of Credit Facility or Refinancing Facility, the Swing Line Facility 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 or an Approved FundParty, unless in the case of this clause (2), such assignment is to any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Section 10.06(f) belowRegulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; and (Ciii) the consent of each of the L/C Issuers Issuing Bank and the Swing Line Lender Bank (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no Commitments unless such assignment is to an Affiliate of a Lender Party or any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Regulation A of the L/C Issuers F.R.S. Board and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderOperating Circular issued by such Federal Reserve Bank.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(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) shall be required unless (1) an Event of Default under Section 8.01(a)) or, (f) or (gsolely with respect to the Borrower Representative, Section 8.01(f) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided provided, that the Borrower Representative shall be deemed to have consented to any such assignment of all or a portion of the Loans unless it shall object have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereofof a failure to respond to such request for assignment; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower Representative shall be required for an assignment of all or a portion of the Loans pursuant to Section 10.07(h), (k) or (l); provided, further, until the date that is twenty-four (24) months from the Delayed Draw Funding Date (or, with respect to the 2015-2 Incremental Loans, twenty-four (24) months from the Second Lien Amendment No. 2 Effective Date), it shall be deemed reasonable for the Borrower Representative to have consented withhold its consent to an any assignment to the extent such assignment (together with any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to other pending assignments for which the Borrower Representative has not withheld (and reviewed and approved by shall not withhold) consent), would cause the Borrower (such approval Qualified Lender Threshold not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;met; 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender Administrative Agent shall be required for any an assignment (i) of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender all or a Refinancing Revolving Commitment portion of the Loans pursuant to Section 10.07(g), (h), (k) or Loan under (l), (ii) from an Agent to its Affiliate or (iii) during the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderPrimary Syndication of the facilities in compliance with Section 10.25;.

Required Consents. No consent (a) Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement may be required from Third Parties or Governmental Entities, and that such consents have not been and may not be obtained. From and after the date hereof, the parties hereto shall have a continuing obligation to use their commercially reasonable efforts to cooperate with each other and to obtain promptly all authorizations, approvals, consents, negative clearances or waivers of Third Parties or, following the Closing, Governmental Entities as may be required to effect the transactions contemplated by this Agreement; provided, that neither Seller nor any of its Affiliates shall be required to repay any indebtedness for borrowed money, amend any assignment except Contract to increase the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not amount payable thereunder or otherwise to be unreasonably withheld materially more burdensome to Seller or delayedany of its Affiliates, commence any litigation, offer or grant any accommodation (financial or otherwise) shall be required unless to any Third Party or Governmental Entity, pay any amount or bear any other incremental economic burden (1) an Event of Default under 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 other than of a Lender or an Approved Fund; provided that the Borrower shall be deemed de minimis nature) to have consented to obtain any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereofauthorization, approval, consent, negative clearance or waiver; and provided, further, that notwithstanding no party hereto shall incur any expense that would be payable by any other party hereto without the foregoingconsent of such other party. Purchaser agrees that neither Seller nor any of its Affiliates shall have any Liability whatsoever arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default under, during or acceleration or termination of, any Assumed Contract, Permit or other Purchased Asset, as a result thereof. Purchaser further agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and, no condition to Purchaser’s obligations to close the 30 day period following the Closing Date, the Borrower transactions contemplated by this Agreement shall be deemed not satisfied as a result of (i) the failure to have consented to an assignment to obtain any Lender if such Lender was previously identified in the initial allocations consent or as a result of the Loans provided any such default, acceleration or termination or (ii) any lawsuit, action, claim or investigation commenced or threatened by the Arrangers or on behalf of any Person arising out of or relating to the Borrower failure to obtain any consent or any such default, acceleration or termination. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset is prohibited by any applicable Law or would require any Third Party or any Governmental Entity’s authorization, approval, consent, negative clearance or waiver and reviewed and approved by the Borrower (such approval authorization, approval, consent, negative clearance or waiver shall not to be unreasonably withheld or delayed) in writing on or have been obtained prior to the Closing Date; (B) Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery, or an attempted sale, conveyance, transfer, assignment or delivery of such Purchased Asset. Seller and Purchaser shall, and shall cause their respective Affiliates to, cooperate with each other in any commercially reasonable and economically feasible arrangement to provide that Purchaser shall receive the consent interest of Seller or its Affiliates in the benefits under such Purchased Asset and shall be responsible for the liabilities of Seller under, and the obligations of Seller with respect to, the Assumed Liabilities. Following the Closing, the obligations of the Administrative Agent (such consent not parties hereto to seek any authorizations, approvals, consents, negative clearances or waivers as set forth in Section 2.6(a) shall continue, and, upon obtaining the requisite authorization, approval, consent, negative clearance or waiver, Seller shall promptly convey, transfer, assign and deliver, or cause to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitmentconveyed, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facilitytransferred, 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, unless in the case of this clause (2)assigned and delivered, such assignment is pursuant Purchased Asset to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderPurchaser hereunder.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) unless an Event of Default pursuant to Section 8.01(a) or (f) has occurred and is continuing at the time of an assignment, the consent of the Top Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless for assignments in respect of (1) a Term Commitment or Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the same Facility, an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time Affiliate of such assignment, Lender or an Approved Fund with respect to such Lender or (2) such assignment except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to Section 2.18, any Term Loan or (following the termination of the Revolving Commitments) any Revolving Term Loan to a Person that is to not a Lender, an Affiliate of a Lender or an Approved FundFund with respect to a Lender; provided that the Borrower that, with respect to an assignment of Term Loans, such consent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to been given if the Administrative Agent Top Borrower has not responded within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided receipt by the Arrangers to the Top Borrower and reviewed and approved of notice by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateAdministrative Agent; (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 Commitment, a Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment or Loans in respect of the applicable Facility or Refinancing same Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to Section 2.18, any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant Fund with respect to Section 10.06(f) below; anda Lender; (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) Issuer shall be required for any assignment in respect of the any Revolving Credit Facility and Refinancing Revolving Facility; provided that no and (D) the consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment in respect of a any Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.

Required Consents. No consent shall Except for consents or waivers that may be required under the Company's Certificate of Incorporation or the terms of a Credit Agreement to be executed between Regent and Bank of Montreal, or any of the Loan Documents (as defined in said Credit Agreement), and except for any assignment except to approval of the extent required by subsection (b)(i)(B) terms of this Section andAgreement by General Electric Capital Corporation and BMO Financial, in addition: (A) Inc. under the terms of certain letter agreements between Regent and each of said parties, neither Regent nor Subsidiary is a party to or bound by any mortgage, lien, deed of trust, lease, agreement, instrument, order, judgment or decree which would require the consent of another to the Borrower execution of this Agreement or prohibit or require the consent of another to or make unduly burdensome the consummation of, the merger contemplated by this Agreement; and, except as above noted, the consummation of the merger contemplated by this Agreement will not result (such consent not immediately or upon the giving of notice and/or upon the passage of period of time) in a breach of any term or provision of or constitute a default under any mortgage, deed of trust, note or other agreement or instrument to be unreasonably withheld which Regent or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and Subsidiary is continuing at the time of such assignmenta party, or (2) such assignment otherwise give any other party thereto a right to terminate the same or result in an acceleration in the payment due under any note or other agreement or instrument which is binding on Regent or Subsidiary, or in the creation of any lien, security interest, encumbrance or charge under any of the foregoing on any assets or properties of Regent or Subsidiary. Immediately following the execution of this Agreement, Regent and Subsidiary agree to a Lenderdiligently pursue obtaining the consent and approval of each of Bank of Montreal, an Affiliate BMO Financial, Inc., and General Electric Capital Corporation to this transaction and 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 other party whose consent to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations issuance of the Loans provided by Series E Preferred Stock is now or hereafter required. Within thirty (30) days after the Arrangers execution of this Agreement, Regent will notify Alta of the status of obtaining such consents and approvals and any other information relating thereto. In the event such consents and approvals have not been obtained, despite diligent efforts, such failure of Regent to the Borrower and reviewed and approved by the Borrower (obtain such approval not to be unreasonably withheld or delayed) in writing on or consents prior to the Closing Date; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required deemed a material breach for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) which Alta shall be required for any assignment entitled to the remedies provided in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderparagraph 29(a).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, 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 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 (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each 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 (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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection 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), (f) or (g) 7.1.6 has occurred and is continuing at the time of such assignment, or (2y) such assignment is to a LenderLender Party, an Affiliate of a Lender Party 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 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, further that notwithstanding in the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to case of an assignment to any a Lender if Party or an Affiliate of a Lender Party, so long as no Event of Default or a Prepayment Event has occurred and is continuing at the time of such Lender was previously identified assignment, such assignment shall be made in consultation with the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateBorrower; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility the Commitments if such assignment is to a Person that is not (i) a Lender with Party with, prior to the effectiveness of the assignment, a Commitment in respect of Revolving Credit Commitments, the applicable Letter of Credit Facility or Refinancing Facility, the Swing Line Facility 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 or an Approved FundParty, unless in the case of this clause (2), such assignment is to any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Section 10.06(f) belowRegulation A of the F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank; and (Ciii) the consent of each of the L/C Issuers Issuing Bank and the Swing Line Lender Bank (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no Commitments unless such assignment is to an Affiliate of a Lender Party or any Federal Reserve Bank or, with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), to any central governmental authority as collateral security pursuant to Regulation A of the L/C Issuers F.R.S. Board and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderOperating Circular issued by such Federal Reserve Bank.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Borrowing Agent (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 (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; 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 (5) Business Days after having received notice thereof; thereof and provided, further, provided further that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower Borrowing Agent shall be deemed to have consented to an assignment be reasonable in withholding its consent to any Lender if such Lender was previously identified assignment in the initial allocations respect of the Loans provided by Singapore Term Loan Facility if the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval proposed assignment is not to be unreasonably withheld a commercial bank organized under the laws of the Republic of Singapore or delayed) in writing on or prior to a Singapore-authorized branch of a commercial bank organized under the Closing Datelaws of a jurisdiction other than Singapore; (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 Commitment, Term Loan Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and the Swing Line Lender C-BA Issuer (in each case, 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 and Refinancing Revolving Facilityor Bankers’ Acceptances (whether or not then outstanding); provided that no and (D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of a Revolving Credit Commitment the assignee to participate in exposure under any Swing Line Loan (whether or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(B) of this Section subsection 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), (fdescribed in subsection 9(a) or 9(f) (gwith respect to the Company only) 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 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such a 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each 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 (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 and Refinancing Revolving Facility; provided that no ; (E) the consent of the L/C Issuers and Alternative Currency Funding 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 Alternative Currency Participating Lender with respect to any Alternative Currency; and (F) the consent of the Swing Line Euro Tranche Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a the Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderEuro Tranche Facility.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clauses (b)(i)(Bb)(i)(A)(2) of this Section and (b)(i)(B)(2) above and, in addition: , (x) in the case of assignments of LC Facility Commitments, Revolving Commitments, LC Facility Letter of Credit Obligations and Revolving Letter of Credit Obligations only: (A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1x) an Event of Default under Section 8.01(a9.1(a), (fb) or (gf) has occurred and is continuing at the time of such assignment, assignment or (2y) such assignment is to a an LC Lender or Revolving Lender, an Affiliate of a an LC Lender or Revolving Lender or an Approved FundFund with regard to an LC Lender or a Revolving Lender, as applicable; provided that the a Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Revolving and LC Administrative Agent within ten 5 Business Days after having received notice thereof; (B) the consent of the Revolving and providedLC Administrative Agent and each Revolving Issuer or LC Facility Issuer, furtheras applicable (such consents not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not an LC Lender or Revolving Lender, an Affiliate of such LC Lender or Revolving Lender or an Approved Fund with respect to such LC Lender or Revolving Lender; (C) the consent of each Revolving Issuer or LC Facility Issuer, as applicable (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that notwithstanding increases the foregoingobligation 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 Loan Lender (such consent not to be unreasonably withheld or delayed) shall be required in the case of assignments of Revolving Commitments and Revolving Letter of Credit Obligations and (y) in the case of assignments of Term Loans: (A) the consent of the Borrowers (such consent not to be unreasonably withheld) shall be required unless (x) an Event of Default under Section 9.1(a), during (b) or (f) has occurred and is continuing at the 30 day period following the Closing Datetime of such assignment or (y) such assignment is to a Lender, the an Affiliate of a Lender or an Approved Fund with regard to a Lender, as applicable; provided that a Borrower shall be deemed to have consented to an any such assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided unless it shall object thereto by the Arrangers written notice to the Borrower Term Loan Administrative Agent within 5 Business Days after having received notice thereof and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (B) the consent of the Term Loan Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facilityan Term Lender, an Affiliate of such Term 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 12.06 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), (f) or (g) has occurred and is continuing at the time of such assignment, 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 FundFund 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) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan Commitment or Loan in respect of a Refinancing Revolving Facility Term Commitment if such assignment is to a Person that is not a Lender (to the extent such Lender is not a Defaulting Lender) with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender (to the extent such Lender is not a 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 Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers Issuer 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 any Revolving Credit Facility and Refinancing Revolving Facility; provided Commitment if such assignment is to a Person that no consent of is not a Lender (to the L/C Issuers and the Swing Line extent such Lender shall be required for any assignment of is not a Defaulting Lender) with a Revolving Credit Commitment Commitment, an Affiliate of such a Lender (to the extent such Lender is not a Defaulting Lender) or Revolving Credit Loan an Approved Fund with respect to such a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the 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), (f) or (g) 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 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Domestic Revolving Credit Loan Commitment or Loan in respect of a Refinancing Global Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityCommitment 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuing Lenders (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment (other than any assignment to the Administrative Agent) after the Effective Date that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) if such assignment is to a Person that is not a Lender with a Commitment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; (D) the consent of the L/C Issuers and the Swing Line Lender Foreign Issuing Lenders (other than those Foreign Issuing Lenders who are Foreign Issuing Lenders only with respect to those Existing Foreign Credit Instruments set forth in Part B of Schedule 2.6(a)) in their sole discretion shall be required for any assignment (other than any assignment to the Foreign Trade Facility Agent) after the Effective Date that increases the obligation of a the assignee to participate in exposure under one or more Foreign Credit Instruments or Joint Signature Foreign Credit Instruments (whether or not then outstanding); (E) the consent of the Swingline Lender (such consent not to unreasonably withheld or delayed) shall be required for any assignment in respect of the Domestic Revolving Credit Commitment or Revolving Credit Loan if such assignment is to a Person that is not a Lender with a Domestic Revolving Credit Commitment, an Affiliate of such Lender or a Refinancing Revolving Commitment an Approved Fund with respect to such Lender; and (F) the consent of the Foreign Trade Facility Agent (such consent not to be unreasonably withheld or Loan under the Refinancing Revolving Facility to a Revolving delayed) shall be required for all assignments in respect of any Foreign Credit Lender Instrument Issuing Commitments or Refinancing Revolving LenderForeign Credit Commitment.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1w) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, or (2x) with respect to any Term Loans, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, (y) with respect to any Revolving Loans, such assignment is to a Revolving Lender or an Affiliate of a Revolving Lender or (z) such assignment occurs within 60 days of the Closing Date; provided that (other than in the case of (x), (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 thereof; thereof and provided, further, that notwithstanding the foregoing, Borrower’s consent shall not be required during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations primary syndication of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateLoans; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of (x) the Revolving Facility or any unfunded Commitments with respect to the Term Loan Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (y) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of the Issuing Lender and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan any other assignment that increases the obligation of the assignee to participate in exposure under the Refinancing Revolving Facility to a Revolving one or more Letters of Credit Lender or Refinancing Revolving LenderSwingline Loans, as applicable (whether or not then outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) for any assignment prior to (and including) the earlier of (x) the Merger Closing Date and (y) the Certain Funds Termination Date, the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment is to an Approved Lender; (B) for any assignment after the earlier of (x) the Merger Closing Date and (y) the Certain Funds Termination Date, the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a8.01(b), (fe) or (gf) 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 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (CD) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any Commitment if such assignment of a Revolving Credit Commitment or Revolving Credit Loan is to a Revolving Credit Person that is not a Lender with a Commitment, an Affiliate of such Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility an Approved Fund with respect to a Revolving Credit Lender or Refinancing Revolving such Lender.

Required Consents. No Subject to Section 10.02(c), (d), (e) and (g), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document (other than the Fee Letters, each of which may be amended in accordance with its terms), pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Credit Party or Credit Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would be to: (i) increase the Commitment of any Lender without the written consent of such Lender (but not, for the avoidance of doubt, the Required Lenders) (other than with respect to any Incremental Facilities to which such Lender has agreed) (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment or Default or Event of Default shall constitute an increase in the Commitment of any Lender); (ii) reduce the principal amount of or premium, if any, on any Loan or LC Disbursement or reduce the rate of interest thereon, including any provision establishing a minimum rate (other than any waiver, extension or reduction of interest pursuant to Section 2.06(c), any waivers or extensions of mandatory prepayments, or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or reduce any fees (including any Fees or any prepayment fee or premium) payable hereunder, without the written consent of each Lender directly and adversely affected thereby but not the Required Lenders (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii)); (iii) (A) extend the scheduled final maturity of any Term Loan, or any scheduled date of payment of principal amount of any Term Loan under Section 2.09 (other than, for the avoidance of doubt, any mandatory prepayment) except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, (B) postpone the date for payment of any Reimbursement Obligation or any interest, premium or fees payable hereunder (other than waivers of default interest, Defaults or Events of Default, waivers or extension of any mandatory prepayments, or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or (C) postpone the scheduled date of expiration of any Revolving Commitment or date of repayment of any Revolving Loans, in each case, beyond the Revolving Maturity Date, except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, in any case, without the written consent of each Lender directly and adversely affected thereby (but not the Required Lenders); (iv) release Holdings or the Borrower or release all or substantially all of the value of the Subsidiary Guarantors from their Guarantees (except as expressly provided in Article IX or X), without the written consent of each Lender; (v) release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent of each Lender (except as otherwise expressly permitted by Section 9.10(a)(i) or Section 10.02(c)(iii) (other than clause (iv) thereof) or by the Security Documents); provided that, for the avoidance of doubt, any transaction permitted under Section 6.04 or Section 6.05 shall not be subject to this clause (v) to the extent such transaction does not result in the release of all or substantially all of the Collateral; (vi) change any provision of this Section 10.02(b) that has the effect of decreasing the number of Lenders that must approve any amendment, modification or waiver (or the approval of any Agent, Issuing Bank or Swing Line Lender), without the written consent of each Lender (or, as applicable, such Agent, Issuing Bank or Swing Line Lender); (vii) change the percentage set forth in the definition of “Required Lenders” or “Required Revolving Lenders”, without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any Additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (viii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent; (ix) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agent and the Issuing Bank; (x) make any change or amendment, including without limitation, any amendment of this Section 10.02(b)(x) which shall (i) unless in writing and signed by the Issuing Bank in addition to the Lenders required for above, adversely affect the rights or duties of the Issuing Bank under this Agreement or any assignment document relating to any Letter of Credit issued or to be issued by it, and (ii) unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of the Swing Line Lender under this Agreement; or (xi) amend or modify (a) the definition of “Pro Rata Percentage” or any pro rata sharing provisions contained herein or (b) the “waterfall” that applies following enforcement of the Loan Documents pursuant to Section 8.02 without the written consent of each Lender directly and adversely affected thereby; provided that, notwithstanding the foregoing, this Agreement may be amended to make any change that by its terms only affects the risghts and duties of Lenders holding Loans or Commitments of a particular Class (and not Lenders holding Loans or Commitments of any other Class) with the consent of the Lenders holding the relevant Loans or Commitments voting as if such Class were the only Class hereunder. Notwithstanding anything herein to the contrary, (I) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required by subsection under clause (b)(i)(Bi), (ii) or (iii) in the proviso to the first sentence of this Section 10.02(b) and, in addition: but only to the extent that any such matter disproportionately affects such Defaulting Lender, clauses (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), (fiv) or (gv) has occurred and is continuing at the time of such assignmentproviso, (II) this Agreement and any other Loan Document may be amended, modified 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (B) supplemented solely with the consent of the Administrative Agent (such or the Collateral Agent, as applicable) and the Borrower, each in their sole discretion, without the need to obtain the consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitmentother Lender, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment amendment, modification or supplement is delivered in order to a Person that is not a Lender with a Commitment (x) cure ambiguities, defects, errors, mistakes, omissions in respect of this Agreement or the applicable Facility or Refinancing Loan Document, (y) add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent) in connection with any Incremental Facility, an Affiliate Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or Permitted Debt Exchange Notes, or (z) create a fungible Class of such Lender or an Approved Fund Term Loans (including by increasing (but, for the avoidance of doubt, not by decreasing) the amount of amortization due and payable with respect to any Class of Term Loans) (provided that, at the election of the Administrative Agent in its sole discretion, any amendment described in clauses (x) through (z) shall not become effective unless the Lenders have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such Lender or (2notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment) any Term Loan to a Person that is not a Lenderor, an Affiliate of a Lender or an Approved Fund, unless in the case of any applicable Intercreditor Agreement (or any other intercreditor agreement and/or subordination agreement pursuant to, or contemplated by, the terms of this clause Credit Agreement (2), such assignment is including with respect to Indebtedness permitted pursuant to Section 10.06(f6.01 and defined terms referenced therein)), if such amendment relates to obligations other than the Obligations hereunder, or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property and (III) below; and (C) this Agreement and the other Loan Documents may be amended, modified or supplemented solely with the consent of the Administrative Agent (or the Collateral Agent, as applicable) and the Borrower in order to give effect to the appointment of an Additional Borrower in accordance with Section 2.24. Any waiver, amendment, supplement or modification in accordance with this Section 10.02 shall apply equally to each of the L/C Issuers affected Lenders and shall be binding upon Holdings, the Borrower, such Lenders, the Administrative Agent, the Collateral Agent and all future holders of the affected Loans. In the case of any such waiver, Holdings, the Borrower, the Lenders, the Administrative Agent and the Swing Line Lender (in each caseCollateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, such consent not and any Default or Event of Default so waived shall be deemed to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility cured and Refinancing Revolving Facility; provided not continuing, it being understood that no consent such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the L/C Issuers and foregoing provisions, the Swing Line Lender Administrative Agent may, but shall be required for have no obligations to, with the concurrence of any assignment Lender, execute amendments, modifications, waivers or consents on behalf of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(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)8.01(1) or, (f) or (gsolely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved FundFund (which, in the case of any assignment of Revolving Loans and/or Revolving Commitments, must be a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund of a Revolving Lender for the purposes of the consent exclusion set forth in this subclause (2)); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object have objected thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereofof a failure to respond to such request for assignment; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower shall be deemed to have consented to required for an assignment to any Lender if such Lender was previously identified in the initial allocations of all or a portion of the Loans provided by the Arrangers or Commitments pursuant to the Borrower and reviewed and approved by the Borrower Section 10.07(h) or (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datel); (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided that no consent of the Administrative Agent shall be required for an assignment of all or (2) any Term Loan to a Person that is not a Lender, an Affiliate portion of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is Loans pursuant to Section 10.06(f10.07 (h) belowor (l); and (C) the consent of each applicable Issuing Bank at the time of the L/C Issuers and the Swing Line Lender such assignment (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 and Refinancing Revolving Facilityrequired; provided that no consent of the L/C Issuers and the Swing Line Lender applicable Issuing Bank shall be required for any assignment of a not related to Revolving Credit Commitment Commitments or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderExposure.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2y) in the case of an assignment in respect of 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 and (2) in the case of an assignment in respect of the Term Loan Facility, such assignment is to a Term Loan Lender, an Affiliate of a Term Loan Lender or an Approved Fund with respect to a Term Loan 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, the Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Facility, if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Credit Lender, an Affiliate of such a Revolving Credit Lender or an Approved Fund with respect to such Lender or a Revolving Credit Lender, (2ii) any unfunded Term Loan Commitments, if such assignment is to a Person that is not a Term Loan Lender, an Affiliate of a Term Loan Lender or an Approved Fund with respect to a Term Loan Lender or (ii) the Term Loans, if such assignment is to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers and the Swing Line Lender consents (in each case, such consent consents not to be unreasonably withheld or delayed) of each Issuing Lender and the Swingline Lender shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided , if such assignment is to a Person that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of is not a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), Section 8.01(f) (fwith respect to the Borrower) or Section 8.01(g)(i) (gwith respect to the Borrower) 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 Lender, an Approved Fund, MSSF or an Affiliate of MSSF (other than the Borrower or any of its Subsidiaries) or (3) such assignment is in connection with the primary syndication of the Facilities; 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 5 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in MSSF or an Affiliate of MSSF (other than the case Borrower or any of this clause (2its Subsidiaries), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each 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 (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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.;

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required for an assignment to any Person unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of 143 MSGN – A&R Credit Agreement (2019) such assignment, assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or Lender, an Approved Fund, or solely with respect to the assignment of a Term Loan, the Company, an Affiliated Lender or a Subsidiary of the Company (each Person with respect to whom such Company consent has been received, or is not required under clause (1) or clause (2) of this sentence, an “Eligible Assignee”); provided that if a prospective assignee (x) is not a commercial bank, finance company, insurance company, financial institution or fund (a “Non-Financial Entity”), the Borrower Company shall be deemed to be acting reasonably in withholding its consent if such person is a direct or indirect competitor of the Company as notified by the Company to the Administrative Agent within five Business Days after being informed of the identity of such Non-Financial Entity or (y) is a Lender that is a non-consenting Lender that the Company is at such time permitted to replace pursuant to Section 10.01 or otherwise is a Lender that the Company is at such time permitted to replace pursuant to Section 10.12, the Company shall be deemed to be acting reasonably in withholding its consent; provided, further, that solely with respect to an assignment of any Term Loans, the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Lender; provided that the Administrative Agent shall be deemed to be acting reasonably in withholding its consent to a Person prospective assignee that is not a Defaulting Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, 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 and Refinancing Revolving Facility(whether or not then outstanding); provided that no and (D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of a Revolving Credit Commitment the assignee to participate in exposure under one or Revolving Credit Loan to a Revolving Credit Lender more Swing Line Loans (whether or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Assets or interests therein as to which (i) 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 Applicable Law, or would adversely affect the rights or obligations thereunder to be assigned or transferred to or for the account of Purchaser and (ii) such Required Consent shall not have been obtained with respect to such Assets or interests therein prior to the Closing. Any transfer or assignment to Purchaser by Sellers of any such Asset or interest therein (a “Delayed Asset”), shall be required made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, each Seller whose Seller’s Assets include a Delayed Asset shall use its best efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, each Seller whose Seller’s Assets include a Delayed Asset (a) shall hold the Delayed Asset on behalf of Purchaser, (b) shall cooperate with Purchaser for no additional consideration in any assignment except lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) requested by Purchaser to provide Purchaser with all of the extent required benefits of or under any such Delayed Asset and (c) shall otherwise enforce and perform for the account of Purchaser and as directed by subsection Purchaser any other rights and obligations of such Seller arising from such Delayed Asset (b)(i)(B) and not waive, alter or amend any of this Section and, in addition: (A) same without the consent of Purchaser). Each Seller whose Seller’s Assets include a Delayed Asset shall comply with its obligations under this Agreement and to maintain its corporate or other existence until all obligations pursuant to this Section 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 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 (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is Closing Date as all Required Consents with respect to a LenderDelayed Asset have been obtained, an Affiliate such Delayed Asset shall automatically be transferred and assigned by the applicable Seller to Purchaser (or, at Purchaser’s direction) for no additional consideration without any further act on the part of a Lender or an Approved Fund; provided that any Party. In the Borrower shall be deemed event all Required Consents are not obtained, and/or good title to have consented to any such assignment unless it shall object thereto all Delayed Assets are not received, by written notice to the Administrative Agent Purchaser, within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following thirty (30) days of the Closing Date, the Borrower applicable Sellers with Delayed Assets and Purchaser shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in good faith determine a reduction in the initial allocations number of Common Shares and/or Cash Consideration issuable at Closing to the applicable Sellers to take into account the decrease in the value of the Loans provided Assets created by the Arrangers such failure to the Borrower obtain all Required Consents and reviewed to deliver all Delayed Assets (a “Reduction”), and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect Sellers shall return the certificates and other documents evidencing the Common Shares and/or Cash Consideration subject to such Lender Reduction (based on the Agreed Share Value) for cancellation and re-issuance and shall further take whatever actions necessary or (2) any Term Loan requested to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), affect such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderReduction.

Required Consents. No consent shall be required for any assignment except to the extent extent, if any, required by clause (B) of subsection (b)(i)(Bi) [Minimum Amounts] of this Section and, in additionand except further that: (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), (f) or (g) 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 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 five (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;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 Commitment, the Revolving Credit Loan Commitment or Loan in any unfunded Commitments with respect of a Refinancing Revolving Facility to Incremental Term Loans if such assignment is to a Person that is not a Lender with with, respectively, a Revolving Credit Commitment in respect of the applicable Facility or Refinancing Facilitysuch an unfunded Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender, or (2ii) any Incremental Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case Fund of this clause (2), such assignment is pursuant to Section 10.06(f) below; anda Lender. (C) the consent of each of the L/C Issuers Issuing Lender and the Swing Line Loan Lender (in each case, 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the or Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment Loans (whether or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a), (f) or (g) 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 FundFund in respect of the Revolving Credit Facility, the Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, the Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2ii) any Term Loan Advances if such assignment is to a Person that who is not a Lender, an Affiliate of a Lender or an Approved FundFund in respect of the Revolving Credit Facility, unless in the case of this clause Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility, (2), iii) any Term 2 Advances if such assignment is pursuant to Section 10.06(fa Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility, (iv) belowany TrancheTranche B Loans if such assignment is to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility or (viv) any Tranche B2 Loans if such assignment is to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility, Term 2 Facility, the Tranche B Facility or the Tranche B2 Facility; and (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) Issuing Bank shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection clause (b)(i)(Bi)(B) of this Section subsection (b) and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayeddelayed (it being agreed, however, that (1) 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, or (2) if the lenders under the Senior Facility or servicers for Indebtedness of the Borrower or any Subsidiary or joint venture that exist on the Agreement Date who are entitled to object to any such assignment object to such assignment, in each case 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), (for Section 10.1(e) or (gSection 10.1(f) has occurred and is continuing with respect to the Borrower, shall exist at the time of such assignment, 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 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during Trilon may assign all or any part of its rights and obligations to BAM, any Affiliate of BAM and/or any Person with whom BAM or an Affiliate of BAM has entered into an advisory or similar agreement, in each case in this proviso, without the 30 day period following the Closing Date, consent of the Borrower shall be deemed so long as BAM remains obligated with respect to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;Section 13.19; 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 (1x) any Commitment, a Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityCommitment, an Affiliate of such 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) an Event of Default under 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; provided that the Borrower shall be deemed to have consented to any Fund or (3) such assignment unless it shall object thereto is made by written notice to an Arranger in accordance with the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations terms of the Loans provided by the Arrangers to Engagement Letter, dated March 11, 2019, between the Borrower and reviewed and approved by Citigroup Global Markets Inc. during the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to primary syndication of the Closing Date;Facilities; [Valvoline - Credit Agreement] (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 A Commitment, Revolving Credit Loan Commitment or Loan in respect of a Refinancing Revolving Facility Credit Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause Fund or (2), 3) any Revolving Credit Commitment or Revolving Credit Loans if such assignment is pursuant to Section 10.06(f) belowa Term A Lender that is not also a Revolving Credit Lender; and (C) the consent of each of the L/C Issuers and the Swing Line Lender and each L/C Issuer (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that the Swing Line Lender and each L/C Issuer will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except Subject to the extent required by subsection Section 10.02(c) and (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(ae), neither this Agreement nor any other Loan Document (fincluding the Escrow Agreement) nor the Intercreditor Agreement nor any provision hereof or (g) has occurred and is continuing at the time of such assignmentthereof may be waived, amended, supplemented or (2) such assignment is to a Lendermodified except, 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause Agreement, pursuant to an agreement or agreements in writing entered into by Borrower and the Administrative Agent or, in the case of any other Loan Document (2including the Escrow Agreement) or the Intercreditor Agreement, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document or the Intercreditor Agreement), the Disbursement Agent (in the case of the Disbursement Agreement) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such assignment is agreement shall be effective if the effect thereof would: (i) increase the Tranche B Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the Tranche B Commitment of any Lender); (ii) reduce the principal amount or premium, if any, of any Loan or reduce the rate of interest thereon (other than interest pursuant to Section 10.06(f) below; and (C) 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that (A) any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii) and (B) no consent of any other Person other than such Lender directly affected thereby shall be required in connection with such actions); (iii) (A) change the L/C Issuers and scheduled final maturity of any Loan, or any scheduled date of payment (or permitted prepayment) of or the Swing Line Lender installment otherwise due on the principal amount of any Loan under Section 2.09, or (B) change the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(c)), in each case, such without the written consent not to of each Lender directly affected thereby (and no consent of any other Person shall be unreasonably withheld required); (iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby; (v) permit the assignment or delayeddelegation by Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender (provided that a merger or consolidation that is otherwise permitted by the Loan Documents (regardless of which person is the survivor thereof) shall not be required for any considered an assignment or delegation); (vi) release all or substantially all of the Guarantors from their Guarantee (except as expressly provided in Article VII), or limit liability of all or substantially all the Guarantors in respect of their Guarantee, without the Revolving Credit Facility written consent of each Lender; (vii) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender (it being understood that Indebtedness incurred under Section 6.01(f) or consented to by the Required Lenders may be equally and Refinancing Revolving Facilityratably secured by the Collateral with the then existing Secured Obligations under the Security Documents) and Indebtedness under Section 6.01(f) may be secured on a first out or first priority basis to the Obligations; (viii) change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements, including the requirements of Section 2.02(a), without the written consent of each Lender directly affected thereby; provided that no modifications to Section 2.14(b), (c) or (d) or any other provision requiring pro rata payments or sharing of payments in connection with any amendment to this Agreement to add one or more additional credit facilities (including credit facilities which share ratably in such payments and any prepayment of the Obligations) to this Agreement (including by extensions of maturities of existing Loans), shall only require approval (to the extent any such approval is otherwise required) of the Required Lenders; (ix) change any provision of this Section 10.02(b) or (c), without the written consent of each Lender directly affected thereby (except for additional restrictions on amendments or waivers for Indebtedness incurred under Section 6.01(f) or consented to by the Required Lenders); (x) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (xi) change or waive the application of prepayments of Loans of any Class set forth in Section 2.10(i) to the remaining scheduled amortization payments to be made thereon under Section 2.09, without the written consent of the L/C Issuers Required Lenders; or (xii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent. Notwithstanding anything to the contrary herein, (i) any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by Borrower and the Swing Line Lender Administrative Agent (without the consent of any Lender) solely to cure a defect or error, or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property or to make modifications which are not materially adverse to the Lenders and are required by Gaming Authorities and (ii) such amendment shall become effective without any further consent of any other party to such Loan Document. Notwithstanding anything to the contrary herein, additional extensions of credit consented to by Required Lenders shall be required for any assignment permitted hereunder on a ratable basis with the existing Loans (including as to proceeds of, and sharing in the benefits of, Collateral and sharing of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderpre-payments).

Required Consents. No consent shall be required for any assignment except Subject to the extent required by subsection 9.08(c) and (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(ad), neither this Agreement nor any other Loan Document (f) other than the Agent’s Fee Letter, which may be amended, waived, supplemented 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided otherwise modified by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to parties thereto) nor any provision hereof or thereof may be unreasonably withheld waived, amended, supplemented or delayed) in writing on or prior to the Closing Date; (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 Commitmentmodified except, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders (provided that any such waiver, amendment, supplement or modification solely affecting the Lenders of a Tranche (other than any such waiver, amendment, supplement or modification requiring the consent of each Lender, each Lender directly affected thereby, or any individual Lender) shall only require the written consent of the applicable Majority Lenders); provided that no such agreement shall be effective if the effect thereof would: (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default shall constitute an increase in the Commitment of any Lender); (ii) reduce the principal amount or premium, if any, of any Term Loan (except in connection with a payment contemplated by clause (2)viii) below) or reduce the rate of interest thereon, such assignment is including any provision establishing a minimum rate (other than interest pursuant to Section 10.06(f2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii)); (iii) belowSubject to Section 2.19, (A) change the scheduled final maturity of any Term Loan, or any scheduled date of payment (or permitted prepayment) of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, (B) postpone the date for payment of any interest, premium or fees payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(c)), in each case, without the written consent of each Lender directly affected thereby; (iv) increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby; (v) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender; (vi) release the Guarantors from their Guarantee to the extent such agreement would effect a release of all or substantially all of the value of the Guarantees (except as expressly provided in the Guarantee and Collateral Agreement), or limit the Guarantors’ liability in respect of such Guarantee, without the written consent of each Lender; (vii) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender; (viii) change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Term Loan disbursements, including the requirements of Sections 2.02(a), without the written consent of each Lender directly affected thereby; (ix) change any provision of this Section 9.08(b) or Section 9.08(c) or (d), without the written consent of each Lender directly affected thereby; (x) change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (xi) subordinate the Obligations to any other obligation, without the written consent of each Lender; or (xii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent. Notwithstanding anything to the contrary herein: (I) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required under clause (i), (ii) or (iii) in the proviso to the first sentence of this Section 9.08(b); and (CII) any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (without the consent of each any Lender) solely to cure a defect or error, or to grant a new Lien for the benefit of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld Secured Parties or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facilityextend an existing Lien over additional property; provided that no in the case of an amendment to cure a defect or error, the Administrative Agent shall notify the Lenders at least five Business Days prior to such amendment becoming effective; (III) the Borrower, the Administrative Agent and each Incremental Term Loan Lender may, in accordance with the provisions of Section 2.18 enter into an Increase Joinder, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Incremental Term Loan Lender of such Increase Joinder, such Increase Joinder may thereafter only be modified in accordance with the requirements of this Section 9.08; and (IV) with the written consent of the L/C Issuers Administrative Agent, the Borrower and the Swing Line Lender Refinancing Term Loan Lenders, this Agreement and the other Loan Documents shall be required for amended (or amended and restated) in connection with any assignment of a Revolving Credit Commitment or Revolving Credit Loan refinancing facilities permitted pursuant to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderSection 2.20.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) 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 notwithstanding the foregoing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Disqualified Institution; provided, further, that, the Borrower shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided, that, (x) in consenting to any such assignment, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions and (y) without limiting the generality of the foregoing, the Administrative Agent shall not (I) be obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender is a Disqualified Institution or (2II) have any Term Loan liability with respect to a Person that is not a Lenderor arising out of any assignment or participation of Loans, an Affiliate or disclosure of a Lender or an Approved Fundconfidential information, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) belowany Disqualified Institution; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers Issuer and the Swing Line Lender shall be required for any assignment in respect of a Committed Revolving Credit Commitment or Loans and Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCommitments.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Agent (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) 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 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Term Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each 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 (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 and Refinancing Revolving Facility; provided that no and (E) after giving effect to any assignment, absent the prior written consent of the L/C Issuers and the Swing Line Lender Borrower Agent (which consent shall not be required for any assignment if an Event of a Revolving Credit Commitment or Revolving Credit Loan Default has occurred and is continuing), Encina and its Affiliates and Approved funds shall continue to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan collectively hold at least 50.1% of the aggregate amount of outstanding Loans and Commitments under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacilities.

Required Consents. No consent shall be Consents from the grantors of the New Rights-of-Way and the Existing Rights-of-Way and from the original grantors of the REC Rights-of-Way that are required for any assignment except pursuant to the extent required by subsection (b)(i)(B) terms of this Section and, such Rights-of-Way or applicable Law in addition:order for Dominion to assign such Rights-of-Way to TrAILCo in accordance with the terms of the Assignment Agreement. (Aa) 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), (f) or (g) has occurred and is continuing at the time of such assignment, or (2) such assignment is to Upon 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is default pursuant to Section 10.06(f12.1(a), the Non-Defaulting Party shall, as its exclusive remedy, have the right, but not the obligation, for so long as such failure remains uncured, to pay all or any portion of such undisputed amount owed (such amount paid or, in the event the Defaulting Party fails to reimburse the Non-Defaulting Party for an expense incurred, such amount required to be reimbursed, the “Additional Contribution”) below; and (C) and at the consent of each option of the L/C Issuers Non-Defaulting Party: (i) to recover from the Defaulting Party the amount of the Additional Contribution with interest accrued at the Default Rate from the date the Additional Contribution was paid by the Non-Defaulting Party until it is repaid in full (or, in the event the Defaulting Party fails to reimburse the Non-Defaulting Party for an expense incurred, from the date the Defaulting Party was obligated to reimburse the Non-Defaulting Party for such expense until it is reimbursed in full); or (ii) to elect to have such Additional Contribution treated as a permanent contribution (in which case Section 12.2(a)(i) shall not apply), in which case the Ownership Shares of the Parties shall be adjusted to reflect the nominal contributions of the Parties, including the Additional Contribution (without interest) made by the Non-Defaulting Party, and the Swing Line Lender (Defaulting Party shall execute and deliver such further documents and instruments as may be reasonably requested by the Non-Defaulting Party in each case, such consent not order to be unreasonably withheld effectuate or delayed) shall be required for any assignment otherwise evidence the reduction in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderDefaulting Party’s Ownership Share.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Specified Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, 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 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 notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower Borrower’s consent shall be required (and shall not be deemed to have consented be provided at any time) with respect to any assignment to a Disqualified Institution notwithstanding the existence of a Specified Event of Default and Borrower’s refusal to consent to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval Disqualified Institution shall not be deemed to be unreasonably withheld or delayed) in writing on or prior to the Closing Dateunreasonable; (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 Commitment, the Revolving Credit Facility or any unfunded Incremental Term Loan or Loan in respect of a Refinancing Revolving Facility Commitments if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment in respect of the applicable Facility or Refinancing Facilitya Term Loan, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each consents of the L/C Issuers Issuing Lenders and the Swing Line Swingline 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection Section (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), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is made (x) with respect to Term Loans to a Lender, an Affiliate of a Lender or an Approved FundFund and (y) with respect to Revolving Commitments and Revolving Loans, to a Revolving Lender; provided provided, however, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by if the Borrower does not respond within ten (10) Business Days of a written notice to request from the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed for its consent with respect to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Dateassignment; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided, however, that the consent of the Administrative Agent shall not be required for any assignment to an Affiliated Lender or (2) any Term Loan to a Person that is not a upon effectiveness of an assignment would be an Affiliated Lender, an Affiliate except for the separate consent rights of a Lender or an Approved Fund, unless in the case Administrative Agent pursuant to clause (h)(v) of this clause (2), such assignment is pursuant to Section 10.06(f) below; and11.07; (C) with respect to assignments of Revolving Loans and/or Revolving Commitments, the consent of each of the L/C Issuers and the Swing Line Lender Issuing Bank (in each case, such consent not to be unreasonably withheld withheld, conditioned or delayed); and (D) shall be required for any assignment in with respect of the to assignments Revolving Credit Facility and Refinancing Loans and/or Revolving Facility; provided that no consent of the L/C Issuers and Commitments, the Swing Line Lender shall (such consent not to be required for any unreasonably withheld, conditioned or delayed). Notwithstanding anything herein to the contrary, each of the Administrative Agent and the Borrower hereby consents to each assignment of a Revolving Credit Commitment Initial Term Loans effected (or Revolving Credit Loan to a Revolving Credit Lender be effected) by the Lead Arrangers (or a Refinancing Revolving Commitment or Loan any of its affiliates) to ultimate lenders of record under this Agreement (the Refinancing Revolving Facility identities of which were disclosed in writing to a Revolving Credit Lender or Refinancing Revolving Lenderthe Borrower and/or the Sponsors prior to the Closing Date) in connection with the primary syndication of the Initial Term Loans.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing an Incremental Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Incremental 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Incremental Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing an Incremental Revolving Commitment or Loan under the Refinancing Incremental Revolving Facility to a Revolving Credit Lender or Refinancing Incremental Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(aof the type described in Section10.1(a), (f) or (g) has occurred and is continuing at the time of such assignment, (y) an Event of Default of the type described in Section 10.1(c) with respect to the Borrower’s obligations under Section 9.15 has occurred and is continuing for longer than two consecutive Fiscal Quarters or (2z) 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 notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved together with all information reasonably requested by the Borrower (to evaluate such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Dateassignment, including, without limitation, whether such assignee is a Public Lender; (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 Commitmentthe Revolving Facility, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, (i) an unfunded Term Loan Commitment in respect of under the applicable Facility or Refinancing Term Loan Facility, if such assignment is to a Person that is not a Lender with a Term Loan Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2iii) any the Term Loan Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each consents of the L/C Issuers Issuing Lenders and the Swing Line Lender Swingline Lenders (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no and (D) the consent of the L/C Issuers and the Swing Line applicable Issuing Lender shall be required for any assignment that increases the obligation of a Revolving the assignee to participate in exposure under one or more Letters of Credit Commitment (whether or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving not then outstanding) issued by such Issuing Lender.

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection 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 of this Section andapplicable Law, in addition: (A) would be ineffective 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), (f) or (g) 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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 any Seller of any such Purchased Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), such assignment is pursuant to Section 10.06(f) below; and and any assumption by Purchaser of any corresponding Assumed Liability (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each casea “Delayed Liability”), such consent not to be unreasonably withheld or delayed) shall be required for any assignment subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, each Seller shall use its commercially reasonable efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Revolving Credit Facility Closing, all without any cost or detriment to Purchaser or any of its Affiliates, and Refinancing Revolving FacilityPurchaser shall reasonably cooperate with each Seller in connection therewith. Until all Required Consents with respect to each Delayed Asset have been obtained: (i) Sellers shall hold the Delayed Asset on behalf of Purchaser; provided that (ii) each Seller shall cooperate with Purchaser for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Sellers as Purchaser’s agent) requested by Purchaser to provide Purchaser with all of the benefits of or under any such Delayed Asset; (iii) each Seller shall otherwise enforce and perform for the account of Purchaser and as directed by Purchaser any other rights and obligations of any Seller arising from such Delayed Asset (and not waive, alter or amend any of same without the written consent of Purchaser); and (iv) Purchaser shall assume no Delayed Liability with respect to the L/C Issuers Delayed Asset. Each Seller designates Purchaser as its irrevocable, true, and lawful attorney-in-fact and grants Purchaser an irrevocable power of attorney solely to take all actions reasonably determined by Purchaser to be in furtherance of the Swing Line Lender foregoing, such designation to be coupled with an interest. Each Seller shall maintain its corporate or limited liability company existence until all of its obligations pursuant to this Section 1.1(e) are performed in full, and all Delayed Assets are transferred and assigned hereunder. At such time and on each occasion after the Closing as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by the applicable Seller to Purchaser for no additional consideration without any further act on the part of any Party. No Delayed Liability shall be required for any assignment assumed by Purchaser until the corresponding Delayed Asset has been transferred or assigned to Purchaser, as applicable, in accordance with the terms and conditions of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderthis Section 1.1(e).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(2)(a)(ii) of this Section and, in addition: (Ai) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1I) an Event of Default under Section 8.01(a)8.01(1) or, (f) or (gsolely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2II) in respect of an assignment of all or a portion of the Term Loans only, such assignment is to a Lender, an Affiliate of a Lender (including, solely with respect to PSP, to any of its Affiliates with mezzanine or private equity activities) or an Approved Fund; provided that that, notwithstanding the foregoing, it shall not be unreasonable for the Borrower shall be deemed to have consented withhold its consent to any assignment to any Person that is not expressly a Disqualified Institution but is known by the Borrower to be an Affiliate of a Disqualified Institution without regard as to whether such assignment unless it shall object thereto by written notice to Person is identifiable as an Affiliate of a Disqualified Institution on the Administrative Agent within ten Business Days after having received notice thereofbasis of such Affiliate’s name; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, no consent of the Borrower shall be deemed to have consented to required for an assignment to any Lender if such Lender was previously identified in the initial allocations of all or a portion of the Loans provided by the Arrangers pursuant to the Borrower and reviewed and approved by the Borrower Section 10.07(8), (such approval not to be unreasonably withheld 11) or delayed) in writing on or prior to the Closing Date(12); (Bii) the consent of the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided that no consent of the Administrative Agent (or (2to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) any Term Loan to shall be required for an assignment of all or a Person that is not a Lender, an Affiliate portion of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is Loans pursuant to Section 10.06(f10.07(8), (11) below; andor (12); (Ciii) the consent of each applicable Issuing Bank at the time of the L/C Issuers and the Swing Line Lender such assignment (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 and Refinancing Revolving Facilityrequired; provided that no consent of the L/C Issuers and applicable Issuing Bank shall be required for any assignment not related to Revolving Commitments or Revolving Exposure; (iv) the consent of each Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of a Swing Line Lender shall be required for any assignment not related to Revolving Commitments or Revolving Exposure; and (v) with respect to assignments (but not, for the avoidance of doubt, Participationsparticipations) of any Commitments and Loans under any Revolving Facility, the consent of TPG Global, LLC shall be required (such consent not to be unreasonably withheld or delayed) (so long as the Investors hold, directly or indirectly, at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower) unless an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date (it being understood that TPG Global, LLC shall be an express third party beneficiary of the provisions in this Section 10.07(2)(c)(v)); provided that, notwithstanding the foregoing, TPG Global, LLC may, in its sole discretion, withhold its consent to any assignment to any Person that is not expressly a Disqualified Institution but is known by TPG Global, LLC to be an Affiliate of a Revolving Credit Commitment or Revolving Credit Loan Disqualified Institution without regard as to whether such Person is identifiable as an Affiliate of a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under Disqualified Institution on the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderbasis of such Affiliate’s name.

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any 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 delayedtransferred to or for the account of Purchaser and (ii) all such Required Consents shall be required unless (1) an Event of Default under 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; provided that the Borrower 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund been obtained with respect to such Lender Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by Seller of any such Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), such assignment is pursuant to Section 10.06(f) below; and and any assumption by an Acquiring Entity of any corresponding Assumed Liability (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each casea “Delayed Liability”), such consent not to be unreasonably withheld or delayed) shall be required for any assignment made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Seller shall use its reasonable best efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Revolving Credit Facility Closing, and Refinancing Revolving Facility; provided that shall obtain such Required Consents without any further cost to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, (a) Seller shall hold the Delayed Asset on behalf of Purchaser, (b) Seller shall cooperate with Purchaser for no consent additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) to provide Purchaser with all of the L/C Issuers benefits of or under any such Delayed Asset, (c) to the extent of any benefits received by or for the account of Purchaser under clause (b) above, Purchaser shall assume and perform any corresponding Delayed Liabilities and (d) Seller shall otherwise enforce and perform for the Swing Line Lender account of Purchaser and as directed by Purchaser any other rights of Seller arising from such Delayed Asset. At such time and on each occasion after the Closing Date as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by Seller to Purchaser for no additional consideration, and all corresponding Delayed Liabilities shall be required simultaneously assumed by Purchaser, without the need for any assignment further act on the part of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.any party. [***]

Required Consents. No consent shall be required for any assignment except Subject to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a10.02(c), (f) neither this Agreement nor any other Loan Document nor any provision hereof or (g) has occurred and is continuing at the time of such assignmentthereof may be waived, amended, supplemented or (2) such assignment is to a Lendermodified except, 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (2or, in the case of any amendment that by its express terms affects solely a particular Class of Commitments or Loans, the Required Class Lenders of such Class) or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Revolving Administrative Agent (if applicable), the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, if any, in each case with the written consent of the Required Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (xi), (xv) and (xvii) below, which shall only require the consent of the Required Class Lenders under the applicable Class or Classes, as applicable, (and not the Required Lenders) and (y) with respect to any amendment or waiver contemplated in clauses (i), (ii), (viii), (ix), (x), (xiv) or (xvi), which shall only require the consent of the applicable Lenders or applicable Agents, in each case, expressly set forth therein and not the Required Lenders) (or by the Agents with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be; provided, that no such assignment is agreement shall be effective if the effect thereof would: (i) increase the Commitment of any Lender without the written consent of such Xxxxxx (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default shall constitute an increase in the Commitment of any Lender); (ii) reduce the principal amount or extend the final scheduled date of maturity of any Loan or LC Disbursement or reduce the rate of interest thereon (other than interest pursuant to Section 10.06(f2.06(b)) below; andor premium applicable thereto (including under Section 2.09(e)), reduce any fees, extend the timing of any payments or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement or the amendment, modification, termination, waiver or consent with respect to any Default, Event of Default or of any mandatory prepayment set forth in Section 2.09 (including the component definitions used with respect to any mandatory prepayment set forth in such Section, including the definitions of Asset Sales, Casualty Events, Debt Issuances, Excess Proceeds, Net Cash Proceeds, Specified Equity Cure Contribution and Excess Cash Flow) shall not constitute a reduction in the rate of interest, premium or fees or a reduction in the principal amount of any Loan, an extension of the timing of any payment or an extension of the final scheduled date of maturity of any Loan for purposes of this clause (ii)); (Ciii) [reserved]; (iv) permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender; (v) release Guarantors comprising all or substantially all of the value of the Guarantee from their Guarantee (except as expressly provided in Article VII), or limit their liability in respect of such Guarantee, without the written consent of each Lender; (vi) release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender; (vii) change Section 2.13(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender directly and adversely affected thereby; (viii) change (x) the definition of “Revolver Payment Priority Principles” or (y) any provision of Section 1.11, Section 8.03, this Section 10.02(b) or Section 10.02(c), in each case, without the written consent of each Lender directly and adversely affected thereby; (ix) change the percentage set forth in the definition of “Required Lenders”, “Required Revolving Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (in the case of the definition of “Required Lenders”) or each Revolving Lender (in the case of the definition of “Required Revolving Lenders”), as applicable, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (x) change or waive any provision of Article X as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent; or (xi) this Agreement in a manner that adversely affects any particular Class as compared to all other Classes of Loans, without the consent of the Required Class Lenders of such adversely affected Class. ; (xii) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Revolving Administrative Agent and the Issuing Bank; (xiii) make any change or amendment which shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any document relating to any Letter of Credit issued or to be issued by it; (xiv) waive, amend or modify (i) any condition precedent set forth in Section 4.03 hereof as it pertains to any Revolving Credit Loan or (ii) the Springing Covenant or any definition related thereto (solely in respect of the use of such defined terms in the Springing Covenant) or waive any Default or Event of Default resulting from a failure to perform or observe the Springing Covenant, in each case, without the consent of the Required Revolving Lenders; (xv) waive, amend or modify any condition precedent set forth in Section 4.02 hereof as it pertains to any Delayed Draw Term Loan without the consent of the Required Class Lenders with respect to the Delayed Draw Term Loan Commitments; (xvi) other than, subject to Section 1.11(e), in connection with any “debtor in possession” financing, subordinate (x) the Obligations in right of payment to any other Indebtedness of any Loan Party or (y) the liens securing the Obligations on any Collateral to liens on such Collateral securing other Indebtedness of any Loan Party, in each case, without the consent of each Lender directly and adversely affected thereby, unless, solely in the case of any subordination with respect to any Term Loan, the applicable Term Lender is offered a bona fide opportunity to participate on a ratable basis in such transaction on the same terms (other than with respect to any backstop fees, arrangement fees and reimbursement of counsel fees and other expenses) and conditions as the other lenders in such transaction; or (xvii) amend, waive or otherwise modify any term or provision which directly affects Lenders under one or more Class of Loans or Commitments and does not directly affect Lenders under any other Class without the consent of the L/C Issuers Required Class Lenders; provided that to the extent any such amendment, waiver or modification solely with respect to such Class of Loans or Commitments is of the type that would require the consent of each directly and adversely affected lender pursuant to clauses (i) through (ix) above, then no such amendment, waiver or modification shall be effective without the consent of each directly and adversely affected lender in such Class. Notwithstanding anything to the contrary herein, the Loan Parties, the Lender Representative, the Administrative Agent and the Swing Line Lender Collateral Agent shall negotiate in good faith to amend this Agreement and any other Loan Documents (in each case, such consent not x) to be unreasonably withheld or delayed) shall be required provide for any assignment in respect the implementation of the a Permitted Revolving Credit Facility and Refinancing Revolving Facility; provided that no (y) to implement any Structure Xxxxxxx.xx Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of the L/C Issuers and the Swing Line such Lender shall would be required for under clause (i) or (ii) in the proviso to the first sentence of this Section 10.02(b) and, solely to the extent that any assignment such matter disproportionately affects such Defaulting Lender, clause (vii) of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendersuch proviso.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required (1) if such assignment is to a Person that is engaged in similar lines of business of, or is a competitor to, the Company or any of its Subsidiaries, which Person has been designated by the Company in its reasonable discretion by written notice to the Administrative Agent and the Lenders (including by posting such notice to the Platform) not less than ten Business Days prior to such date of assignment (it being understood and agreed that the Company’s withholding of consent to an assignment to such a Person shall be deemed reasonable); provided that in no event shall such written notice apply retroactively to disqualify any Person that has previously acquired an interest in the Loans and/or the Commitments that is otherwise permitted hereunder; and (2) for 70290124_9 all other assignments unless (1x) an Event of Default under Section 8.01(a), (f) or (g) 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 that the Borrower Company shall be deemed to have consented to any such assignment under this clause (iii)(A)(2) unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, unfunded Term Commitment or any Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (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 and Refinancing Revolving Facilitythat increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); provided that no and (D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a the Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.

Required Consents. No consent shall be required for any assignment except Subject to the extent required by subsection conditions set forth in paragraph (b)(i)(Bb) below and subject to Section 10.07(d) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section and10.07(b), participations in addition: (AL/C Obligations and in Swing Line Loans at the time owing to it)) with the prior written consent of the Borrower (such consent not to be unreasonably withheld) of: (A) the Borrower (not to be unreasonably withheld or delayed) ), provided that no consent of the Borrower shall be required unless for (1) an Event assignment of Default under Section 8.01(a), all or a portion of a Term Loan (fI) 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 FundFund or (II) during primary syndication of the Term Loans, (2) an assignment related to Revolving Credit Commitments or Revolving Credit Exposure to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender or (3) if an Event of Default has occurred and is continuing pursuant to Section 8.01(a), (f) or (g), any Assignee; provided provided, further, 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 (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (B) the Administrative Agent, provided that no consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect an assignment of (1i) all or any Commitment, Revolving Credit Loan or Loan in respect portion of a Refinancing Revolving Facility if such assignment is Term Loan to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) all or any Term Loan portion of a Revolving Credit Commitment to a Person that is not a Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund, unless in the case Fund of this clause (2), such assignment is pursuant to Section 10.06(f) below; anda Revolving Credit Lender; (C) the consent of each of the L/C Issuers and Issuer at the Swing Line Lender (in each casetime of such assignment, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure; and (D) the Swing Line Lenders; provided that no consent of a Swing Line Lender shall be required for any assignment of a not related to Revolving Credit Commitment Commitments or Revolving Credit Loan Exposure. Notwithstanding the foregoing or anything to the contrary set forth herein, any assignment of any Loans or Commitments to a Revolving Credit Lender Purchasing Borrower Party or a Refinancing Revolving Commitment or Loan under Non-Debt Fund Affiliate shall also be subject to the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderrequirements set forth in Section 10.07(k).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(aclause (a), or solely with respect to the Borrower, clauses (f) or (g) of Section 8.01 has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is to a Lender (other than a Defaulting Lender, ) or 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations (other than a Defaulting Lender) of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datesimilar creditworthiness; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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 Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of L/C Issuer (including, for so long as Credit Suisse AG is the L/C Issuers and Issuer of the Swing Line Lender Existing Letter of Credit, the consent of Credit Suisse AG) (in each case, 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that the Borrower will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required unless (1) an Event of Default under 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; provided that the Borrower shall be deemed to have consented to any Fund or (3) such assignment unless it shall object thereto is made by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, an Arranger during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations primary syndication of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateFacilities; (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 A Commitment, Revolving Credit Loan Commitment or Loan in respect of a Refinancing Revolving Facility Credit Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause Fund or (2), 3) any Revolving Credit Commitment or Revolving Credit Loans if such assignment is pursuant to Section 10.06(f) belowa Term A Lender that is not also a Revolving Credit Lender; and (C) the consent of each of the L/C Issuers and the Swing Line Lender and L/C Issuer (in each case, such consent not to be unreasonably withheld or delayed; provided that the Swing Line Lender and L/C Issuer will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under 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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No Subject to Section 14.02(c) and (d), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by US Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the US Loan Party or US Loan Parties that are party thereto, in each case with the written consent of the US Required Lenders; provided that no such agreement shall be required for effective if the effect thereof would: (i) increase the US Commitment of any assignment US Lender without the written consent of such US Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default shall constitute an increase in the US Commitment of any US Lender); (ii) reduce the principal amount or premium, if any, of any US Loan (except in connection with a payment contemplated by clause (ix) below) or reduce the rate of interest thereon (other than interest pursuant to Section 2.06(f)), or reduce any US Commitment Fees payable hereunder, or change the form or currency of payment of any US Obligation, without the written consent of each US Lender directly affected thereby (it being understood that any amendment or modification to the extent financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii)); (iii) (A) change the scheduled final maturity of any US Loan, or any scheduled date of payment (or permitted prepayment) of any US Loan, (B) postpone the date for payment of any interest, premium or fees that constitute US Obligations payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.06(f)), or (D) postpone the scheduled date of expiration of any US Commitment beyond the Maturity Date, in any case, without the written consent of each US Lender directly affected thereby; (iv) increase the maximum duration of Interest Periods in respect of US Eurodollar Borrowings hereunder, without the written consent of each US Lender directly affected thereby; (v) permit the assignment or delegation by US Borrower of any of its rights or obligations under any Loan Document, without the written consent of each US Lender; (vi) release Holdings or any other Guarantor from its guarantee of the Guaranteed Obligations in respect of US Obligations, or limit its liability in respect of such guarantee, without the written consent of each US Lender; (vii) change Section 12.04 without the written consent of each US Lender; (viii) change Section 2.17(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required by subsection thereby or any other provision in a manner that would alter the pro rata allocation among the US Lenders of US Loan disbursements, including the requirements of Sections 2.02(a) and 2.20(d), without the written consent of each Lender directly affected thereby; (b)(i)(Bix) change any provision of this Section and14.02(b) or Section 14.02(c), without the written consent of each US Lender directly affected thereby; (x) change the percentage set forth in the definition of “US Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of US Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each US Lender, other than to increase such percentage or number or to give any additional US Lender or group of US Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (xi) subordinate the US Obligations to any other obligation, without the written consent of each US Lender; (xii) change or waive any provision of Article XIV as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in additioneach case without the written consent of the Administrative Agent; or (xiii) change or waive any provision hereof relating to Swingline Loans (including the definition of “Swingline Commitment”), without the written consent of each Swingline Lender. Notwithstanding anything to the contrary herein: (A) no US Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall US Lender would be required unless under clause (1) an Event of Default under Section 8.01(ai), (fii) or (giii) has occurred and is continuing at in 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 proviso to the Administrative Agent within ten Business Days after having received notice thereoffirst sentence of this Section 14.02(b); and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;and (B) the consent of any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by US Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) without the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not any US Lender) solely to be unreasonably withheld cure a defect or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendererror.

Required Consents. No consent shall be required for any assignment except to (a) To the extent required by subsection (b)(i)(B) of this Section and, that the consents and approvals set forth in addition: (A) the consent Schedule 4.4 and Schedule 4.11 of the Borrower (such consent Disclosure Schedule are not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a)obtained by Seller, (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; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoingSeller will, during the 30 sixty (60) day period following commencing with the Closing Date, use reasonable efforts, at its own expense, to obtain such consents or approvals. Purchaser shall reasonably cooperate with Seller to obtain such consents or approvals. Without limiting the Borrower generality or effect of any provision of this Agreement, to the extent that any Contract to be transferred pursuant to the terms of this Agreement is not capable of being transferred without such consent or approval, nothing in this Agreement shall be deemed to have consented to an assignment constitute a transfer or attempted transfer thereof. (b) To the extent that any of the consents and approvals set forth in Schedule 4.4 and Schedule 4.11 of the Disclosure Schedule are not obtained by Seller, Seller will, during the 60-day period commencing with the Closing Date or such longer period as Purchaser may reasonably request (but, as to any Lender if such Lender was previously identified in particular Contract, not longer than the initial allocations term thereof), use commercially reasonable efforts with costs and expenses of Seller related thereto to be borne by Seller to (i) provide to Purchaser, at the request of Purchaser, the benefits (and the burdens) of the Loans provided by related Contract, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits (and burdens) to Purchaser without incurring any obligation to any other person or entity other than to provide such benefits to Purchaser, and (iii) enforce, at the Arrangers to request of Purchaser for the Borrower and reviewed and approved by account of Purchaser, any rights of Seller arising from the Borrower (such approval not to be unreasonably withheld or delayed) related Contract. Purchaser shall reasonably cooperate with Seller in writing on or prior to connection with the Closing Date; (B) foregoing. At 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate end of such Lender 60-day period (or an Approved Fund such longer period as Purchaser may reasonably request), Seller will have no further obligations hereunder with respect to any such Lender Contract and the failure to obtain any required consent or (2) any Term Loan to approval with respect thereto will not be a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case breach of this clause (2)Agreement; provided, such assignment is that nothing contained in this Section 11.2(b) shall affect the liability of Seller, if any, pursuant to Section 10.06(fthis Agreement for having failed to disclose the need for such consent or approval in Schedule 4.4 or Schedule 4.11 or to use reasonable efforts in accordance with the provisions hereof to obtain such required consent or approval. Provided (and for so long as) below; and (C) the consent of each Purchaser receives substantially all of the L/C Issuers 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 benefits of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent related Contract not transferred to Purchaser hereunder, Purchaser shall perform the obligations of Seller under or in connection with such Contract for the benefit of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment other party or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderparties thereto.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B10.1B(i)(b) of this Section and, in addition: (Aa) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1x) an Event of Default under Section 8.01(a)subsections 8.1, (f) 8.6 or (g) 8.7 has occurred and is continuing at the time of such assignment, or (2y) such assignment of a Term Loan Commitment or Term Loan is to a Lender, an Affiliate of a Lender or an Approved FundFund or (z) such assignment of a Revolving Loan Commitment or Revolving Loan is to 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 five Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (Bb) 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 Commitment, the Revolving Credit Loan or Loan in respect of a Refinancing Commitments and the Revolving Facility Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Loan Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2y) any the Term Loan Commitments or the Term Loans to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (Cc) the consent of each consents of the L/C Issuers Issuing Lender and the Swing Line Lender (in each case, such consent 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 and Refinancing Loan Commitments or the Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderLoans.

Required Consents. No Each of the Regulatory Approvals and FCC Consents shall have been obtained, provided that no such Regulatory Approvals, FCC Consents or conditions, concessions or consent decrees required in connection with the Xxxx-Xxxxx-Xxxxxx Act shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) impose or be conditioned upon Buyer’s, Merger Sub’s or their Affiliates’ agreement to or compliance with any term, condition or restriction, or result in the consent waiver of rights asserted by any of the Borrower (such consent not foregoing, that would reasonably be likely to be unreasonably withheld materially adverse to Buyer, Merger Sub or delayed) shall be required unless (1) an Event any of Default under Section 8.01(a), (f) their Affiliates in the reasonable judgment of Buyer or (gB) has occurred impose or be conditioned upon Seller’s or its Affiliates’ agreement to or compliance with any term, condition or restriction on Seller or its Affiliates or result in the waiver of rights asserted by any of the foregoing that would reasonably be likely to be materially adverse to Seller or its Affiliates in the reasonable judgment of Seller. For purposes of this Agreement, all such approvals 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 consents shall be deemed to have consented to been obtained upon the granting thereof, regardless of whether any appeals period has expired, provided that in the case of the Regulatory Approvals, such assignment unless it approvals shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall not be deemed to have consented to an assignment to any Lender if been obtained until the latest of: (1) the thirtieth day following the grant of such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Dateapproval; (B2) in the event that a motion for reconsideration of such approval is filed that seeks to overturn such approval or a remedy, which, if granted could be materially adverse to Buyer, Merger Sub, the Company and the Subsidiaries (taken as a whole) and if either Buyer or Seller, each acting reasonably, concludes that such motion presents an unreasonable risk of a materially adverse impact on Buyer, Merger Sub, the Company and the Subsidiaries (taking such entities as a whole and taking into account the likelihood of success on the merits and other relevant considerations), then thirty (30) days after (x) a ruling of the Commission denying or dismissing the portion of such motion for reconsideration presenting such unreasonable risk or (y) 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate withdrawal of such Lender or an Approved Fund with respect to portion of such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) belowmotion; and (C3) in the event that an appeal of such approval is timely filed that seeks to overturn such appeal or a remedy, which, if granted could be materially adverse to Buyer, Merger Sub, the Company and the Subsidiaries (taken as a whole) and if either Buyer or Seller, each acting reasonably, concludes that such appeal presents an unreasonable risk of a materially adverse impact on Buyer, Merger Sub, the Company and the Subsidiaries (taking such entities as a whole and taking into account the likelihood of success on the merits and other relevant considerations), then 30 days after (x) the consent issuance by the Hawaii Supreme Court (or the Hawaii Intermediate Court of each Appeals) of a ruling denying or dismissing that portion of such appeal presenting such unreasonable risk or (y) the L/C Issuers and the Swing Line Lender (in each case, withdrawal of such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect portion of the Revolving Credit Facility and Refinancing Revolving Facilitysuch appeal; provided that no consent notwithstanding anything in this Agreement to the contrary, the terms of Order, if the Order remains in effect without material modification as of the L/C Issuers Closing, are acknowledged by the parties for purposes of Article VI and Article VII hereof to be mutually satisfactory to the Swing Line Lender parties and shall not provide any party with the basis to claim any failure of a closing condition nor any basis for post-Closing indemnification pursuant to this Agreement; provided further that it is acknowledged that under no circumstances shall the parties to the Equity Commitment Letter or any of their affiliates be required for to make an equity contribution to Buyer, MergerSub or the Surviving Corporation in excess of $450,000,000 and any assignment such requirement in excess of $450,000,000 arising from a Revolving Credit Regulatory Approval or otherwise (so long as the terms of the Equity Commitment or Revolving Credit Loan to Letter are complied with) shall demonstrate a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderfailure of this Closing condition.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that the Borrower will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required unless (1) an Event of Default under 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; provided that the Borrower shall be deemed to have consented to any Fund or (3) such assignment unless it shall object thereto is made by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, an Arranger during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations primary syndication of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateFacilities; (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, Revolving Credit Loan Commitment or Loan in respect of a Refinancing Revolving Facility Credit Loans if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause Fund or (2), 3) any Revolving Credit Commitment or Revolving Credit Loans if such assignment is pursuant to Section 10.06(f) belowa Term Lender that is not also a Revolving Credit Lender; and (C) the consent of each of the L/C Issuers and the Swing Line Lender and L/C Issuer (in each case, such consent not to be unreasonably withheld or delayed; provided that the Swing Line Lender and L/C Issuer will be deemed to have consented to any such assignment if it does not respond within ten Business Days after receipt of notice of such assignment) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection 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 of this Section andapplicable Law, in addition: (A) would be ineffective 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), (f) or (g) 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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 Seller of any such Purchased Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), and any assumption by Purchaser of any corresponding Assumed Liability (a “Delayed Liability”), shall be subject to all such assignment is pursuant Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Seller shall use its commercially reasonable efforts to Section 10.06(fobtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Seller, Purchaser or any of their respective Affiliates, and Purchaser shall reasonably cooperate with Seller in connection therewith. Until all Required Consents with respect to each Delayed Asset have been obtained: (i) belowSeller shall hold the Delayed Asset on behalf of Purchaser; and (Cii) Seller shall cooperate with Purchaser for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) requested by Purchaser to provide Purchaser with all of the benefits of or under any such Delayed Asset; (iii) Seller shall otherwise enforce and perform for the account of Purchaser, and as directed by Purchaser, any other rights and obligations of Seller arising from such Delayed Asset (and not waive, alter or amend any of same without the consent of Purchaser); and (iv) Purchaser shall assume no Delayed Liability with respect to the Delayed Asset. Seller shall maintain its corporate or limited liability company existence until all of its obligations pursuant to this Section 1.1(e) are performed in full, and all Delayed Assets are transferred and assigned hereunder. At such time and on each of occasion after the L/C Issuers and the Swing Line Lender (in each caseClosing as all Required Consents with respect to a Delayed Asset have been obtained, such consent not Delayed Asset shall automatically be transferred and assigned by the applicable Seller to be unreasonably withheld or delayed) Purchaser for no additional consideration without any further act on the part of any Party. No Delayed Liability shall be required for any assignment assumed by Purchaser until the corresponding Delayed Asset has been transferred or assigned to Purchaser, as applicable, in respect accordance with the terms and conditions of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderthis Section 1.1(e).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Borrowers (such consent not to be unreasonably withheld or delayeddelayed and such consent shall be deemed to have been given ten Business Days after the Lender has requested it unless expressly refused within that time) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) 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 FundFund (if such entity is a Swiss Qualifying Bank); provided provided, that 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 thereofthe request for such consent (unless the assignment or assignment and transfer by assumption of contract would result in a violation of the Swiss 10 Non-Bank Rule, in which case the Borrowers shall be required to provide their affirmative consent); and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower (x) it shall not be deemed unreasonable for the Borrowers to have consented to an withhold their consent if the assignment to any Lender if such Lender was previously identified or assignment and transfer by assumption of contract would result in the initial allocations a violation of the Loans provided Swiss 10 Non-Bank Rule and (y) the Borrowers may not withhold their consent solely by reason of the Arrangers Swiss 10 Non-Bank Rule if after giving effect to the Borrower proposed assignment or and reviewed assignment and approved transfer by the Borrower assumption of contract (such approval not to Vertragsübernahme) there will be unreasonably withheld 10 or delayed) less Swiss Non-Qualifying Banks in writing on or prior to the Closing Dateaggregate under this Agreement; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers Issuer and the Swing Line Swingline 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any 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 delayedtransferred to or for the account of Purchaser and (ii) all such Required Consents shall be required unless (1) an Event of Default under 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; provided that the Borrower 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund been obtained with respect to such Lender Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by Sellers of any such Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), such assignment is pursuant to Section 10.06(f) below; and and any assumption by Purchaser of any corresponding Assumed Liability (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each casea “Delayed Liability”), such consent not to be unreasonably withheld or delayed) shall be required for any assignment made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Sellers shall use their reasonable best efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Revolving Credit Facility Closing, and Refinancing Revolving Facility; provided that shall obtain such Required Consents without any further cost to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, (a) Sellers shall hold the Delayed Asset on behalf of Purchaser, (b) Sellers shall cooperate with Purchaser for no consent additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Sellers as Purchaser’s agent) to provide Purchaser with all of the L/C Issuers benefits of or under any such Delayed Asset, (c) to the extent of any benefits received by or for the account of Purchaser under clause (b) above, Purchaser shall assume and perform any corresponding Delayed Liabilities and (d) Sellers shall otherwise enforce and perform for the Swing Line Lender account of Purchaser and as directed by Purchaser any other rights of Seller arising from such Delayed Asset. At such time and on each occasion after the Closing Date as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by Sellers to Purchaser for no additional consideration, and all corresponding Delayed Liabilities shall be required simultaneously assumed by Purchaser, without the need for any assignment further act on the part of a Revolving Credit Commitment any party. For the avoidance of doubt, nothing in this Section 1.5 shall prohibit the Sellers or Revolving Credit Loan Purchaser from terminating this Agreement under Section 11.1.3 in the event that one or more of the counter-parties to a Revolving Credit Lender the Contracts listed in Schedule 7.1.11 do not provide their either verbal or a Refinancing Revolving Commitment written consent to assign to Purchaser the existing Contact(s) between such counter-parties and Pinnacle or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCFT, as applicable.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an a Specified Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2y) such assignment is to a LenderLender with a Commitment or outstanding Loans in respect of the applicable Credit Facility, an Affiliate of a such Lender or an Approved FundFund of such Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten 10 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower Borrower’s consent shall be required (and shall not be deemed to have consented be provided at any time) with respect to any assignment to a Disqualified Institution notwithstanding the existence of a Specified Event of Default and Borrower’s refusal to consent to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval Disqualified Institution shall not be deemed to be unreasonably withheld or delayed) in writing on or prior to the Closing Dateunreasonable; (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 Commitment, the Revolving Credit Facility or any unfunded Incremental Term Loan or Loan in respect of a Refinancing Revolving Facility Commitments if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment in respect of the applicable Facility or Refinancing Facilitya Term Loan, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each consents of the L/C Issuers Issuing Lenders and the Swing Line Swingline 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) (x) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed; provided, that during the Certain Funds Period, in the case of an assignment of a Commitment to make RPS Acquisition Loans, the Company may withhold such consent in its sole discretion unless a Certain Funds Event of Default is continuing) shall be required unless (1) an Event of Default under Section 8.01(a)(limited during the Certain Funds Period, (f) or (gin the case of an assignment of a Commitment to make RPS Acquisition Loans, to a Certain Funds Event of Default) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, or (3) such assignment is (except in the case of an assignment of a Commitment to make RPS Acquisition Loans) to an Affiliate of a Lender or an Approved FundFund and (y) the consent of the Administrative Agent to such assignment (which consent shall not be unreasonably withheld or delayed); provided that provided, the Borrower Company shall be deemed to have consented to any such assignment (except in the case of an assignment of a Commitment to make RPS Acquisition Loans) unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, unfunded Term Loan Commitment or any Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers Issuer 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment or Revolving Loan unless (1) an Event of Default under Section 8.01(a), (f) or (g) 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 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (B) the consent of the Multicurrency Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1i) any Commitment, Revolving Term B Commitment or Multicurrency Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender 200 [Published CUSIP Number: ____] or (2ii) any Term B Loan or Revolving Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each the Australian Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Australian Revolving Commitments if such assignment is to a Person that is not a Lender with an Australian Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; (D) the consent of the Canadian Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) the Canadian Revolving Commitments if such assignment is to a Person that is not a Lender with a Canadian Revolving Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; (E) the consent of the Principal 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 (F) the consent of 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) (i) during the period from the Effective Date through and including the date that is 45 days after the Effective Date, the consent of the Borrower (in its sole discretion) shall be required, except in the case of an assignment to a Lender or its Affiliate, an Approved Fund of a Lender or a Designated Lender and (ii) thereafter, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless either (1x) an Event of Default under Section 8.01(apursuant to clause (a), (fb), (h) or (gi) of Article 7 has occurred and is continuing at the time of such assignment, assignment or (2y) such the assignment is to a LenderLender or its Affiliate, an Affiliate Approved Fund of a Lender or an Approved Funda Designated 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; and provided, further, that notwithstanding the foregoing, during from and after the 30 day period following that is 45 days after the Effective Date and for so long as a Successful Syndication (as defined in the Fee Letter) has not been achieved, the Lenders may assign their rights or obligations under this Agreement prior to the Closing Date without the consent of the Borrower provided that if any assignee (other than a Designated Lender) defaults in its obligation to provide its pro rata share of any extension of credit hereunder to be made on the Closing Date, then that assigning Lender agrees to and shall provide on the Borrower shall be deemed Closing Date the amount that such assignee was obligated to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations provide of the Loans provided by amount that the Arrangers assigning Lender has assigned to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;assignee; 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderall assignments.

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any 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 delayedtransferred to or for the account of Purchaser and (ii) all such Required Consents shall be required unless (1) an Event of Default under 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; provided that the Borrower 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund been obtained with respect to such Lender Asset or interest therein prior to the Closing. Any transfer or assignment to Purchaser by Seller of any such Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), such assignment is pursuant to Section 10.06(f) below; and and any assumption by Purchaser of any corresponding Assumed Liability (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each casea “Delayed Liability”), such consent not to be unreasonably withheld or delayed) shall be required for any assignment made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Seller shall use its reasonable best efforts to obtain all Required Consents in respect thereof as promptly as practicable following the Revolving Credit Facility and Refinancing Revolving Facility; provided that Closing without any further cost to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset (other than one relating to a scientific advisory or consulting relationship) have been obtained, (a) Seller shall hold the Delayed Asset on behalf of Purchaser, (b) Seller shall cooperate with Purchaser for no consent additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by Seller as Purchaser’s agent) to provide Purchaser with all of the L/C Issuers benefits of or under any such Delayed Asset, (c) to the extent of any benefits received by or for the account of Purchaser under clause (b) above, Purchaser shall assume and perform any corresponding Delayed Liabilities and (d) Seller shall otherwise enforce and perform for the Swing Line Lender account of Purchaser and as directed by Purchaser any other rights of Seller arising from such Delayed Asset. At such time and on each occasion after the Closing Date as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by Seller to Purchaser for no additional consideration, and all corresponding Delayed Liabilities shall be required simultaneously assumed by Purchaser, without the need for any assignment further act on the part of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderany party.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1x) an Event of Default under Section 8.01(a), (f) or (g) 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 U.S. 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 5 Business Days after having received notice thereof; further provided that it shall be reasonable for the U.S. Borrower to withhold its consent to a proposed assignment in the event that (1) it has a good faith belief that the proposed assignee is not a Non-Public Lender or (2) it has not been provided with such information as it has reasonably requested to determine whether or not the proposed assignee is a Non-Public Lender it being understood, for the avoidance of doubt, that the U.S. Borrower shall have no obligation to make any such determination; and provided, further, further provided that notwithstanding the foregoing, during the 30 day period following the Closing Date, the U.S. Borrower shall not be deemed deprived of its right to have consented consent to an assignment pursuant to any Lender clause (x) or (y) above if such Lender was previously identified the circumstances in the initial allocations either of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower preceding clauses (such approval not to be unreasonably withheld 1) or delayed(2) in writing on or prior to the Closing Dateexists; (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 Commitment, the Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2ii) any the Term Loan Facility to a Person that who is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent consents of each of the L/C Issuers Issuing Lender and the Swing Line each Swingline Lender (in each case, such consent 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required for an assignment to any Person unless (1) an Event of Default under Section 8.01(a), (f) or (g) 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 Lender, an Approved Fund, or solely with respect to the assignment of a Term Loan, the Company, an Affiliated Lender or a Subsidiary of the Company (each Person with respect to whom such Company consent has been received, or is not required under clause (1) or clause (2) of this sentence, an “ Eligible Assignee ”); provided that if a prospective assignee (x) is not a commercial bank, finance company, insurance company, financial institution or fund (a “ Non-Financial Entity ”), the Borrower Company shall be deemed to be acting reasonably in withholding its consent if such person is a direct or indirect competitor of the Company as notified by the Company to the Administrative Agent within five Business Days after being informed of the identity of such Non-Financial Entity or (y) is a Defaulting Lender or a Lender that is a non-consenting Lender that the Company is at such time permitted to replace pursuant to Section 10.01 or otherwise is a Lender that the Company is at such time permitted to replace pursuant to Section 10.12 , the Company shall be deemed to be acting reasonably in withholding its consent; provided , further , that solely with respect to an assignment of any Term Loans, the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Lender; provided that the Administrative Agent shall be deemed to be acting reasonably in withholding its consent to a Person prospective assignee that is not a Defaulting Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, 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 and Refinancing Revolving Facility(whether or not then outstanding); provided that no and (D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of a Revolving Credit Commitment the assignee to participate in exposure under one or Revolving Credit Loan to a Revolving Credit Lender more Swing Line Loans (whether or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required for an assignment to any Person unless (1) an Event of Default under Section 8.01(a), (f) or (g) 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 Lender, an Approved Fund, or solely with respect to the assignment of an Incremental 133 MSG – Credit Agreement (2014) Term Loan, the Company, an Affiliated Lender or a Subsidiary of the Company (each Person with respect to whom such Company consent has been received, or is not required under clause (1) or clause (2) of this sentence, an “Eligible Assignee”); provided that if a prospective assignee is not a commercial bank, finance company, insurance company, financial institution or fund (a “Non-Financial Entity”), the Borrower Company shall be deemed to be acting reasonably in withholding its consent if such person is a direct or indirect competitor of the Company as notified by the Company to the Administrative Agent within five Business Days after being informed of the identity of such Non-Financial Entity or (y) is a Defaulting Lender or a Lender that is a non-consenting Lender that the Company is at such time permitted to replace pursuant to Section 10.01 or otherwise is a Lender that the Company is at such time permitted to replace pursuant to Section 10.12, the Company shall be deemed to be acting reasonably in withholding its consent; provided, further, that solely with respect to an assignment of any Incremental Term Loans, the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Lender; provided that the Administrative Agent shall be deemed to be acting reasonably in withholding its consent to a Person prospective assignee that is not a Defaulting Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, 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 and Refinancing Revolving Facility(whether or not then outstanding); provided that no and (D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of a Revolving Credit Commitment the assignee to participate in exposure under one or Revolving Credit Loan to a Revolving Credit Lender more Swing Line Loans (whether or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 10.07(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)8.01(1) or, (f) or (gsolely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignmentassignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) in respect of an assignment of all or a portion of the Term Loans only, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that (x) consent for any affiliate of a Disqualified Institution that is not a Disqualified Institution may be withheld, (y) the Borrower shall be deemed to have consented to any such assignment of all or a portion of the Term Loans unless it shall object have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; of a failure to respond to such request for assignment and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, (z) no consent of the Borrower shall be deemed to have consented to required for an assignment to any Lender if such Lender was previously identified in the initial allocations of all or a portion of the Loans provided by the Arrangers pursuant to the Borrower and reviewed and approved by the Borrower Section 10.07(h), (such approval not to be unreasonably withheld k) or delayed) in writing on or prior to the Closing Date(l); (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender Lender; provided that no consent of the Administrative Agent shall be required for an assignment of all or (2) any Term Loan to a Person that is not a Lender, an Affiliate portion of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is Loans pursuant to Section 10.06(f10.07 (h), (k) below; andor (l); (C) the consent of each applicable Issuing Bank at the time of such assignment (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of the L/C Issuers applicable Issuing Bank shall be required for any assignment not related to Revolving Commitments or Revolving Exposure; and (D) [Reserved] (E) with respect to assignments of any Commitments and Loans under the Swing Line Lender Revolving Facility, the consent of TPG VII Manta Holdings II, LP (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect (so long as TPG VII Manta Holdings II, LP and its affiliates hold, directly or indirectly, at least a majority of the Revolving Credit Facility aggregate ordinary voting power represented by the issued and Refinancing Revolving Facility; provided that no consent outstanding Equity Interests of the L/C Issuers Borrower) unless an Event of Default under Section 8.01(1) or, solely with respect to the Borrower, Section 8.01(6) has occurred and is continuing at the Swing Line Lender time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date (it being understood that TPG VII Manta Holdings II, LP shall be required for any assignment an express third party beneficiary of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderprovisions in this Section 10.07(b)(iii)(E)).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1x) an Event of Default under Section 8.01(a), (f) or (g) 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 FundFund in respect of the Revolving Credit Facility, the Term Facility or, the Tranche B Facility or the Tranche B2 Facility; 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, the Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or Lender, (2ii) any Term Loan Advances if such assignment is to a Person that who is not a Lender, an Affiliate of a Lender or an Approved FundFund in respect of the Revolving Credit Facility, unless in the case of this clause Term Facility or, the Tranche B Facility, or the Tranche B2 Facility, (2), iii) any Tranche B Loans if such assignment is pursuant to Section 10.06(fa Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility or, the Tranche B Facility; and or the Tranche B2 Facility or (iv) belowany Tranche B2 Loans if such assignment is to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund in respect of the Revolving Credit Facility, the Term Facility, the Tranche B Facility or the Tranche B2 Facility; and (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) Issuing Bank shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) 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 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 (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, unfunded Term Loan Commitment or any Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers Issuer 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 Facility. The parties hereby agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (but not Bank of America, N.A.) may, without notice to any Borrower, assign its rights and Refinancing Revolving Facility; provided that no consent 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 shall be required for any assignment date of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderthis Agreement.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) 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 FundFund (each, an “Eligible Assignee”); provided that if a prospective assignee is not a commercial bank, finance company, insurance company, financial institution or fund (a “Non-Financial Entity”), the Borrower Company shall be deemed to have consented to any be acting reasonably in withholding its consent if such assignment unless it shall object thereto person is a direct or indirect competitor of the Company as notified by written notice the Company to the Administrative Agent within ten five Business Days after having received notice thereof; and provided, further, being informed of the identity of such Non-Financial Entity or (y) is an Impacted Lender or a Lender that notwithstanding is a non-consenting Lender that the foregoing, during Company is at such time permitted to replace pursuant to Section 10.01 or otherwise is a Lender that the 30 day period following the Closing DateCompany is at such time permitted to replace pursuant to Section 10.12, the Borrower Company shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified be acting reasonably in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Datewithholding its consent; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan Lender; provided that the Administrative Agent shall be deemed to be acting reasonably in withholding its consent to a Person prospective assignee that is not a an Impacted Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, 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 and Refinancing Revolving Facility(whether or not then outstanding); provided that no and (D) the consent of the L/C Issuers and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of a Revolving Credit Commitment the assignee to participate in exposure under one or Revolving Credit Loan to a Revolving Credit Lender more Swing Line Loans (whether or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lendernot then outstanding).

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: except: (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), (f) or (g) has occurred and is continuing shall exist 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 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 notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, a Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not already a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Lender, 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers applicable Swingline Lender and the Swing Line Lender applicable Issuing Bank (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving Commitment; and (D) except as provided in Section 12.5.(b)(i)(A), the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and Administrative Agent and, so long as no Event of Default shall exist, the Swing Line Lender Borrower (each such consent not to be unreasonably withheld or delayed), shall be required for any assignment of a Revolving Credit Commitment (or, if the Commitments are not then in effect or Revolving Credit Loan in the case of Term Loans, the principal outstanding balance of the Loans of such Class), which is less than $15,000,000 in an aggregate amount (unless such amount represents the entire amount of the assigning Lender’s Commitment or, if the Commitments are not then in effect or in the case of Term Loans, the entire amount of all Loans of such Class at the time owing to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under it); provided that the Refinancing Revolving Facility Borrower shall be deemed to a Revolving Credit Lender or Refinancing Revolving Lenderhave consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof.

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Asset or interest therein as to which (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 (1i) an Event of Default under Section 8.01(a), (f) assignment 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 transfer thereof or an Approved Fund; provided that the Borrower shall be deemed attempt to have consented to any make such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if or transfer without a Consent (a "Required Consent") would constitute a breach or violation thereof or of applicable Law and (ii) all such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval Required Consents shall not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender or an Approved Fund have been obtained with respect to such Lender Asset or (2) any Term Loan interest therein prior to the Closing. Any transfer or assignment to a Person that is not Purchaser by any Seller of any such Asset or interest therein (a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2"Delayed Asset"), such assignment is pursuant to Section 10.06(f) below; and and any assumption by a Purchaser of any corresponding Assumed Liability (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each casea "Delayed Liability"), such consent not to be unreasonably withheld or delayed) shall be required for any assignment made subject to all such Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, Sellers shall, subject to Section 8.4, use their reasonable best efforts to, and Purchasers shall provide reasonable cooperation to Sellers to, obtain all Required Consents in respect thereof as promptly as practicable following the Revolving Credit Facility Closing, and Refinancing Revolving Facility; Sellers shall obtain such Required Consents without any further cost to Purchasers or any of their Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, (a) each Seller shall hold the Delayed Asset on behalf of the Applicable Purchaser, (b) Sellers and Purchasers shall cooperate with one another for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by the Applicable Seller as the Applicable Purchaser’s agent) to provide the Applicable Purchaser with all of the benefits of or under any such Delayed Asset, (c) to the extent of any benefits received by or for the account of the Applicable Purchaser under clause (b) above, the Applicable Purchaser shall assume and perform any corresponding Delayed Liabilities and (d) the Applicable Seller shall otherwise enforce and perform as directed by and at the expense of the Applicable Purchaser any other rights of such Seller arising from such Delayed Asset. At such time and on each occasion after the Closing Date as all Required Consents with respect to a Delayed Asset have been obtained, such Delayed Asset shall automatically be transferred and assigned by the Applicable Seller to the Applicable Purchaser for no additional consideration, and all corresponding Delayed Liabilities shall be simultaneously assumed by the Applicable Purchaser, without the need for any further act on the part of any party. The failure of Sellers to obtain a Required Consent (other than a Closing Consent (as defined in Section 6.1(k)) shall not affect the obligation of the parties to consummate the Closing provided that Sellers have fully complied with this Section 1.3 with respect to such Required Consent during the Closing Period and, provided that Sellers have so complied, the failure of Sellers to obtain a Required Consent (including a Closing Consent the delivery of which at Closing has been knowingly waived by Parent and Purchasers) will not constitute a breach of any representation or covenant of Sellers contained in this Agreement. The Delayed Assets shall constitute Assets for purposes of this Agreement. The provisions of this Section 1.3 shall not require Sellers to make any payment or financial concession to a customer for the purpose of procuring a Required Consent from such customer. Sellers represent that they have no Knowledge that any consent of the L/C Issuers and the Swing Line Lender shall payment or financial concession will be required for any assignment by a customer of either Seller as a Revolving Credit Commitment or Revolving Credit Loan condition to granting a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderRequired Consent.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower 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), (f) or (g) has occurred and is continuing at the time of such assignment, or (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, either Term A Facility or the Performance Letter of Credit Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; 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 (5) Business Days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, KBR’s consent shall not be required during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations primary syndication of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing DateFacilities; (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, any Performance Letter of Credit Commitment or any Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers under the Revolving Credit Facility 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 and Refinancing Revolving Facility; provided that no and (D) the consent of the L/C Issuers and under the Swing Line Lender Performance Letter of Credit Facility (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Revolving the Performance Letter of Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderFacility.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is not a Revolving Lender, an Affiliate of a Revolving Lender or an Approved FundFund with respect to such Revolving Lender or (y) in the case of an assignment of Incremental Term Loans or an Incremental Term Commitment, to a Person that is not an Incremental Term Lender, an Affiliate of such Incremental Term Lender or an Approved Fund with respect to such Incremental Term 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is (x) in the case of an assignment of Revolving Loans or a Revolving Commitment, to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityRevolving Lender, an Affiliate of such a Revolving Lender or an Approved Fund with respect to such Revolving Lender or (2y) any in the case of an assignment of Incremental Term Loan Loans or an Incremental Term Commitment, to a Person that is not a an Incremental Term Lender, an Affiliate of a such Incremental Term Lender or an Approved Fund, unless in the case of this clause (2), Fund with respect to such assignment is pursuant to Section 10.06(f) below; andIncremental Term Lender; (C) the consent of each 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 (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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of Loans or a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving LenderCommitment.

Required Consents. No Subject to Section 10.02(c), (d), (e) and (g), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document (other than the Fee Letters, each of which may be amended in accordance with its terms), pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Credit Party or Credit Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would be to: (i) increase the Commitment of any Lender without the written consent of such Lender (but not, for the avoidance of doubt, the Required Lenders) (other than with respect to any Incremental Facilities to which such Lender has agreed) (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, mandatory prepayment or Default or Event of Default shall constitute an increase in the Commitment of any Lender); (ii) reduce the principal amount of or premium, if any, on any Loan or LC Disbursement or reduce the rate of interest thereon, including any provision establishing a minimum rate (other than any waiver, extension or reduction of interest pursuant to Section 2.06(c), any waivers or extensions of mandatory prepayments, or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or reduce any fees (including any Fees or any prepayment fee or premium) payable hereunder, without the written consent of each Lender directly and adversely affected thereby but not the Required Lenders (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii)); (iii) (A) extend the scheduled final maturity of any Term Loan, or any scheduled date of payment of principal amount of any Term Loan under Section 2.09 (other than, for the avoidance of doubt, any mandatory prepayment) except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, (B) postpone the date for payment of any Reimbursement Obligation or any interest, premium or fees payable hereunder (other than waivers of default interest, Defaults or Events of Default, waivers or extension of any mandatory prepayments, or, for the avoidance of doubt, waivers of the provisions of Section 2.20(f)), or (C) postpone the scheduled date of expiration of any Revolving Commitment or date of repayment of any Revolving Loans, in each case, beyond the Revolving Maturity Date, except in accordance with Section 2.20, Section 2.21, Section 2.22 and Section 2.23, in any case, without the written consent of each Lender directly and adversely affected thereby (but not the Required Lenders); (iv) release Holdings or the Borrower or release all or substantially all of the value of the Subsidiary Guarantors from their Guarantees (except as expressly provided in Article IX or X), without the written consent of each Lender; (v) release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent of each Lender (except as otherwise expressly permitted by Section 9.10(a)(i) or Section 10.02(c)(iii) (other than clause (iv) thereof) or by the Security Documents); provided that, for the avoidance of doubt, any transaction permitted under Section 6.04 or Section 6.05 shall not be subject to this clause (v) to the extent such transaction does not result in the release of all or substantially all of the Collateral; (vi) change any provision of this Section 10.02(b) that has the effect of decreasing the number of Lenders that must approve any amendment, modification or waiver (or the approval of any Agent, Issuing Bank or Swing Line Lender), without the written consent of each Lender (or, as applicable, such Agent, Issuing Bank or Swing Line Lender); (vii) change the percentage set forth in the definition of “Required Lenders” or “Required Revolving Lenders”, without the written consent of each Lender (or each Lender of such Class, as the case may be), other than to increase such percentage or number or to give any Additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent; (viii) change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent; (ix) change or waive any obligation of the Lenders relating to the issuance of or purchase of participations in Letters of Credit, without the written consent of the Administrative Agent and the Issuing Bank; (x) make any change or amendment, including without limitation, any amendment of this Section 10.02(b)(x) which shall (i) unless in writing and signed by the Issuing Bank in addition to the Lenders required for above, adversely affect the rights or duties of the Issuing Bank under this Agreement or any assignment document relating to any Letter of Credit issued or to be issued by it, and (ii) unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of the Swing Line Lender under this Agreement; or (xi) amend or modify (a) the definition of “Pro Rata Percentage” or any pro rata sharing provisions contained herein or (b) the “waterfall” that applies following enforcement of the Loan Documents pursuant to Section 8.02, in each case without the written consent of each Lender directly and adversely affected thereby; provided that, notwithstanding the foregoing, this Agreement may be amended to make any change that by its terms only affects the rights and duties of Lenders holding Loans or Commitments of a particular Class (and not Lenders holding Loans or Commitments of any other Class) with the consent of the Lenders holding the relevant Loans or Commitments voting as if such Class were the only Class hereunder. Notwithstanding anything herein to the contrary, (I) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required by subsection under clause (b)(i)(Bi), (ii) or (iii) in the proviso to the first sentence of this Section 10.02(b) and, in addition: but only to the extent that any such matter disproportionately affects such Defaulting Lender, clauses (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), (fiv) or (gv) has occurred and is continuing at the time of such assignmentproviso, (II) this Agreement and any other Loan Document may be amended, modified 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (B) supplemented solely with the consent of the Administrative Agent (such or the Collateral Agent, as applicable) and the Borrower, each in their sole discretion, without the need to obtain the consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitmentother Lender, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment amendment, modification or supplement is delivered in order to a Person that is not a Lender with a Commitment (x) cure ambiguities, defects, errors, mistakes, omissions in respect of this Agreement or the applicable Facility or Refinancing Loan Document, (y) add terms that are favorable to the Lenders (as reasonably determined by the Administrative Agent) in connection with any Incremental Facility, an Affiliate Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or Permitted Debt Exchange Notes, or (z) create a fungible Class of such Lender or an Approved Fund Term Loans (including by increasing (but, for the avoidance of doubt, not by decreasing) the amount of amortization due and payable with respect to any Class of Term Loans) (provided that, at the election of the Administrative Agent in its sole discretion, any amendment described in clauses (x) through (z) shall not become effective unless the Lenders have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such Lender or (2notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment) any Term Loan to a Person that is not a Lenderor, an Affiliate of a Lender or an Approved Fund, unless in the case of any applicable Intercreditor Agreement (or any other intercreditor agreement and/or subordination agreement pursuant to, or contemplated by, the terms of this clause Credit Agreement (2), such assignment is including with respect to Indebtedness permitted pursuant to Section 10.06(f6.01 and defined terms referenced therein)), if such amendment relates to obligations other than the Obligations hereunder, or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property and (III) below; and (C) this Agreement and the other Loan Documents may be amended, modified or supplemented solely with the consent of the Administrative Agent (or the Collateral Agent, as applicable) and the Borrower in order to give effect to the appointment of an Additional Borrower in accordance with Section 2.24. Any waiver, amendment, supplement or modification in accordance with this Section 10.02 shall apply equally to each of the L/C Issuers affected Lenders and shall be binding upon Holdings, the Borrower, such Lenders, the Administrative Agent, the Collateral Agent and all future holders of the affected Loans. In the case of any such waiver, Holdings, the Borrower, the Lenders, the Administrative Agent and the Swing Line Lender (in each caseCollateral Agent shall be restored to their former positions and rights hereunder and under the other Loan Documents, such consent not and any Default or Event of Default so waived shall be deemed to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility cured and Refinancing Revolving Facility; provided not continuing, it being understood that no consent such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the L/C Issuers and foregoing provisions, the Swing Line Lender Administrative Agent may, but shall be required for have no obligations to, with the concurrence of any assignment Lender, execute amendments, modifications, waivers or consents on behalf of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving such Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection subclause (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, solely with respect to the Borrower, Section 8.01(f), (f) or (g) has occurred and is continuing at the time of such assignment, assignment or (2) in the case of an assignment of a Term Loan, such assignment is to a Term Loan Lender, an Affiliate of a Term Loan Lender or an Approved FundFund of a Term Loan Lender; provided that provided, that, subject to clause (v) below, the Borrower shall be deemed to have consented to any such assignment of a Term Loan unless it the Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received such written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided, however, that the consent of the Administrative Agent shall not be required for any assignment pursuant to Section 10.07(m) or to an Affiliated Lender or (2) any Term Loan to a Person that is not a upon effectiveness of an assignment would be an Affiliated Lender, an Affiliate except for the separate consent rights of a Lender or an Approved Fund, unless in the case Administrative Agent pursuant to clause (h)(iv) of this clause (2), such assignment is pursuant to Section 10.06(f) below; and10.07; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any if such assignment in is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect of to such Lender; provided, however, that the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the each L/C Issuers and the Swing Line Lender Issuer shall not be required for any assignment of a Revolving Credit Commitment Term Loan or Revolving Credit Loan any assignment to a Revolving Credit an Affiliated Lender or a Refinancing Revolving Commitment Person that upon effectiveness of an assignment would be an Affiliated Lender; and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or Loan under the Refinancing Revolving Facility delayed) shall be required if such assignment is to a Revolving Credit Person that is not a Lender, an Affiliate of such Lender or Refinancing Revolving an Approved Fund with respect to such Lender; provided, however, that the consent of the Swing Line Lender shall not be required for any assignment of a Term Loan or any assignment to an Affiliated Lender or a Person that upon effectiveness of an assignment would be an Affiliated Lender.

Required Consents. No consent shall be required for any assignment except Notwithstanding anything to the extent required by subsection 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), (f) or (g) 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 Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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 any Company of any such Purchased Asset or interest therein (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2“Delayed Asset”), and any assumption by Purchaser of any corresponding Assumed Liability (a “Delayed Liability”), shall be made subject to all such assignment is pursuant Required Consents in respect of such Delayed Asset being obtained. If there are any Delayed Assets, each Seller Party shall use its commercially reasonable efforts to Section 10.06(fobtain all Required Consents in respect thereof as promptly as practicable following the Closing, all without any cost or detriment to Purchaser or any of its Affiliates. Until all Required Consents with respect to each Delayed Asset have been obtained, (i) below; and the applicable Company shall hold the Delayed Asset on behalf of Purchaser, (Cii) Seller Parties shall cooperate with Purchaser for no additional consideration in any lawful arrangement (including subleasing or subcontracting, or performance thereunder by such Company as Purchaser’s agent) reasonably requested by Purchaser to provide Purchaser with all of the benefits of or under any such Delayed Asset and (iii) the applicable Company shall otherwise enforce and perform for the account of Purchaser and as reasonably directed by Purchaser any other rights and obligations of such Company arising from such Delayed Asset (and not waive, alter or amend any of same without the consent of Purchaser). Seller Parties shall cause the Companies to comply with their obligations under this Agreement and to maintain their corporate or other existence until all of their obligations pursuant to this Section 1.1(e) and otherwise herein are performed in full and all Delayed Assets are transferred and assigned hereunder. At such time and on each of occasion after the L/C Issuers and the Swing Line Lender (in each caseClosing Date as all Required Consents with respect to a Delayed Asset have been obtained, such consent not Delayed Asset shall automatically be transferred and assigned by the Companies to be unreasonably withheld or delayed) shall be required Purchaser for no additional consideration without any assignment in further act on the part of any Party. To the extent that the Companies have made any payments to any third party with respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or Delayed Liability, Purchaser shall reimburse the Companies, by payment to the Seller Parties’ Representative within seven (7) Business Days from receipt of an invoice attested to as a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility good faith representation of such payments by an officer of each Company, an amount equal to a Revolving Credit Lender or Refinancing Revolving Lendersuch payments.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.06(b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Holdings (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 (g) 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 FundFund (other than an Approved Fund managed by a Defaulting Lender or Affiliate of a Defaulting Lender) or (3) such assignment is by an Arranger in connection with the initial syndication of the Facilities hereunder; provided that the Borrower Holdings 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 (5) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Term A Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender (other than a Defaulting Lender) with a Commitment in respect of the applicable Facility or Refinancing Facility, an Affiliate of such Lender (other than a Defaulting Lender) or an Approved Fund (other than an Approved Fund managed by a Defaulting Lender or Affiliate US-DOCS\70212156.13 of a Defaulting Lender) with respect to such Lender (other than a Defaulting Lender) or (2) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each consents of the L/C Issuers Issuer and the Swing Line Lender (in each case, such consent consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(BSection 11.06(b)(i)(B) of this Section and, and in addition: (A) the consent of the Borrower Ultimate Parent (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under Section 8.01(a), (f) or (g8.01(f) has occurred and is continuing at the time of such assignment, assignment or (2) in the case of any assignment after the Closing Date, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, in each case that is not a Non-Qualifying Lender; provided that in the Borrower case of any assignment after the Closing Date, Ultimate 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; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;and (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing FacilityLender, an Affiliate of such Lender or an Approved Fund with respect to such Lender. The parties hereto acknowledge and agree that (x) the Administrative Agent shall have no duty or obligation to ascertain whether any Lender is a Non-Qualifying Lender or with respect to obtaining (2or confirming the receipt) of any written consent of Ultimate Parent to any assignment to a Non-Qualifying Lender, any such duty and obligation being solely with the assigning Lender and the assignee, and (y) the Administrative Agent may rely upon, and shall incur no liability therefor, any determination by Ultimate Parent, any Lender or any prospective Lender as to whether any Person is a Non-Qualifying Lender (and, in connection with any proposed assignment, may require confirmation by Ultimate Parent as to Ultimate Parent’s determination whether the proposed assignee is a Non-Qualifying Lender prior to accepting any such assignment for recordation in the Register). The Borrower consents to the assignments and transfers of rights and obligations permitted under and made in accordance with this Section 11.06(b). The Borrower and Actavis SCS agree and confirm that each of their guarantee and/or indemnity obligations (as applicable) under the Loan Documents granted by each of them in support of their respective borrowing obligations, guarantee and/or indemnity obligations (as applicable) under the Loan Documents will continue notwithstanding any assignment or transfer under this Section 11.06(b) and will extend to cover and support obligations transferred or assigned and owed to new Lenders that have been assigned to pursuant to this Section 11.06(b) and the Lenders hereby expressly accept and confirm for the purposes of article 1278 and 1281 of the Luxembourg civil code that notwithstanding any assignment, transfer and/or novation under this Section 11.06(b) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) guarantee shall be required preserved for the benefit of any assignment in respect of the Revolving Credit Facility and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving new Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower Borrowing Agent (such consent not to be unreasonably withheld or delayedwithheld) shall be required unless (1) an Event of Default under 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; 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 (5) Business Days after having received notice thereof; thereof and provided, further, provided further that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower Borrowing Agent shall be deemed to have consented to an assignment be reasonable in withholding its consent to any Lender if such Lender was previously identified assignment in the initial allocations respect of the Loans provided by Singapore Term Loan Facility if the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval proposed assignment is not to be unreasonably withheld a commercial bank organized under the laws of the Republic of Singapore or delayed) in writing on or prior to a Singapore-authorized branch of a commercial bank organized under the Closing Datelaws of a jurisdiction other than Singapore; (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 Commitment, Term Loan Commitment or Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each of the L/C Issuers and C-BA 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 or Bankers’ Acceptances (whether or not then outstanding); and (D) the consent of 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a), Section 8.01(f) (fwith respect to the Borrower) or Section 8.01(g)(i) (gwith respect to the Borrower) 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 Lender, an Approved Fund, JPMCB, BANA or an Affiliate of JPMCB or BANA; 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 (15) Business Days after having received notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date; (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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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 such Lender, an Approved Fund with respect to such Lender, JPMCB, BANA or an Approved Fund, unless in the case Affiliate of this clause (2), such assignment is pursuant to Section 10.06(f) below; andJPMCB or BANA; (C) the consent of each of the L/C Issuers and the Swing Line Lender Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the any Revolving Credit Facility and Refinancing Commitment); and (D) the consent of each Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving FacilityCredit Commitment; provided that no consent of the L/C Issuers and the Swing Line a Swingline Lender shall be required for any assignment if (x) an Event of a Revolving Credit Commitment Default occurs with respect to the Borrower under Section 8.01(f) or Revolving Credit Loan to a Revolving Credit Section 8.01(g) and (y) such Swingline Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lenderhas no outstanding Swingline Loans at that time.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of a Specified Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment, (2) [reserved] or (23) such assignment is of any Loan or Commitment, to a Lender, Lender under the Term F Facility or the Term F-2 Facility to an Affiliate of such a Lender or an Approved FundFund with respect to such a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof; and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower may not withhold or delay its consent to any such assignment by an existing Lender that is a Farm Credit Lender (and is paying patronage to the Borrower) to an Eligible Transferee that is not a Farm Credit Lender (or otherwise is unable to pay patronage to the Borrower or to pay patronage to the Borrower in the same amounts as the assignor) solely on the basis that such Eligible Transferee is not a Farm Credit Lender (or otherwise is unable to pay patronage to the Borrower or to pay patronage to the Borrower in the same amounts as the assignor) if (x) the assigning Xxxxxx has used commercially reasonable efforts to consummate the relevant assignment with an Eligible Transferee that is a Farm Credit Lender (and would be expected to make patronage distributions to the Borrower after giving effect to such assignment) and has been unable to make an assignment to such an Eligible Transferee after the use of such efforts and (y) such assignment will not result in the Borrower failing to continue to receive patronage payments or distributions from any other Lender that is a Farm Credit Lender (and any such withholding or delaying of consent solely on such basis shall be deemed to have consented to an assignment unreasonable), it being understood and agreed that the Borrower may withhold its consent to any Lender if such Lender was previously identified in the initial allocations of the Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval assignment for any other reason that is not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date;unreasonable; 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and (C) the consent of each of the L/C Issuers 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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition: (A) the consent of the Borrower 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 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 pursuant to Section 8.01(a), (f8.01(f) or (g8.01(g) 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 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 Agent, in the case of the Term B-1 Loans, within ten five (5) Business Days after having received notice thereof; , and provided, further, that notwithstanding the foregoing, during the 30 day period following the Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations case of the Term A-1 Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower or Revolving Credit Commitments, within eight (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Closing Date8) 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 Commitment, Revolving Credit Loan or Loan in respect of a Refinancing Revolving Facility Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility or Refinancing 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, unless in the case of this clause (2), such assignment is pursuant to Section 10.06(f) below; and; (C) the consent of each 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 (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 and Refinancing Revolving Facility; provided that no consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment of a Revolving Credit Commitment or Revolving Credit Loan to a Revolving Credit Lender or a Refinancing Revolving Commitment or Loan under the Refinancing Revolving Facility to a Revolving Credit Lender or Refinancing Revolving Lender.