Common use of Affiliated Lenders Clause in Contracts

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9, each Lender may assign all or a portion of any one or more of its Term Loans (or grant a participation in the Term Loan) to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender or an Affiliated Lender Participant, as applicable (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) except as previously disclosed in writing to Agent, such Affiliated Lender represents and warrants as of the date of any assignment to such Affiliated Lender pursuant to this Section 9.9, that such Affiliated Lender has no MNPI that both (1) has not been disclosed to the assigning Lender (other than because such assigning Lender does not wish to receive MNPI with respect to any Credit Party or any of their respective securities) prior to such date and (2) could reasonably be expected to have a material effect upon a Lender’s decision to assign Term Loans to such Affiliated Lender; (B) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A9.9(g)(i)(B) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall for a power of attorney in favor of Agent to vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section subsection 9.9(g); (BC) for the avoidance of doubt, doubt Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender or Affiliated Lender Participant, as applicable and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender or Affiliated Lender Participant shall be null and void; and (CD) at the time of such assignment (or any participation under Section subsection 9.9(f)) and after giving effect affect to such assignment (or participation), (1) the aggregate principal amount of all Term Loans held by all Affiliated Lenders (or in which Affiliated Lender Participants have a participation) shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or and (2) of this Section 9.9(g)(i)(C) there shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten no more than two (102) Business Days, cause the Affiliated Lenders to terminate their participations and Affiliated Lender Participants in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceededaggregate. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including and their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender Lenders shall not be permitted to vote on such matters submitted to Lenders for consideration and their Term Loan shall be deemed to have voted its interest as a Lender without discretion disregarded in determining the same proportion as aggregate unpaid principal balance of the allocation of voting with respect to such matter Term Loan then outstanding held by Lenders who are not Affiliated other Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document Document, or (5) result in a disproportionate and adverse effect on such an Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g)’ Term Loans. (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2)the same proportion, (3)for or against, (4) and (5) of the proviso to such clause (iii))as votes were case on each matter by Lenders that are not Affiliated Lenders, and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) except with respect to any matter requiring the vote of holders of any such matters that result in a disproportionate and adverse effect on an Affiliated Lender, in relation to all non-Affiliated Lenders’ Term Loans during (in which case the pendency express consent of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securitiesrequired).

Affiliated Lenders. (ia) In addition Subject to the other rights provided in this Section 9.9clause (b) below, each Lender may assign all who is the Sponsor or an Affiliate of the Sponsor (other than a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (ADebt Fund Affiliate) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and AssumptionLender”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause connection with any (ivi) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans consent (or grant any participation therein) decision not to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consentedconsent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefromDocument, (Bii) otherwise acted other action on any matter related to any Loan Document or (Ciii) directed or required direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (a), (b) or (c) of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion disregarded in both the numerator and denominator in the same proportion as calculation of any Lender vote. Subject to clause (b) below, the allocation Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of voting the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such matter by Lenders who are plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lenders; provided thatLender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, without with full authority in the consent place and stead of an such Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment Lender and in the name of such Affiliated Lender, (2) extend from time to time in the due date for Administrative Agent’s discretion to take any scheduled installment action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in this clause (iv) of this Section 9.9(ga). (ivb) Each Notwithstanding anything to the contrary in this Agreement, no Affiliated LenderLender shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present, solely (ii) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives, or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a holder of Lender, against Administrative Agent or any Class of Term Loans, hereby agrees, and each Affiliated other Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote duties or obligations or alleged duties or obligations of holders of such Agent or any other such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy CodeLoan Documents. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition Notwithstanding anything in this Agreement or any other Loan Document to the other rights provided in this Section 9.9contrary, each Lender may assign all or a portion of any one or more of its Term Loans with respect to any Person whoLoans at any time held by an Affiliated Lender, after giving effect such Affiliated Lender shall have no right whatsoever, in its capacity as a Lender with respect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans then held by such Affiliated Lender, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding or otherwise, so long as such Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to is an Affiliated Lender and any purported assignment of or participation in any Revolving Loan CommitmentsLender, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (Ai) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) consent to any amendment, modification, waiver, consent or other such action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Administrative Agent or the Collateral Agent by the Required Lenders pursuant to, any of the terms of any Loan Document the Agreement or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any other Loan Document, an Affiliated Lender shall be deemed in each case to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no extent such amendment, modification, waiver waiver, consent, other action, vote or direction is effective with only the consent of or action by the Required Lenders (each, a “Required Lender Vote/Directive”) and, if applicable, the Borrower or any other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date Loan Party; provided that for any scheduled installment of principal (including at maturity) purposes of any Term Loan Required Lender Vote/Directive, the Administrative Agent shall automatically deem any Loans held by such Affiliated Lender, (3) extend Lender to be voted on a pro rata basis in accordance with the due date for interest under votes cast in respect of the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, other Lenders in each case except as provided in clause the aggregate (iv) of this Section 9.9(g). (iv) Each other than any Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with any such exercise or action on the same or better terms as the other Term Loan Lenders, Required Lender Vote/Directive (B) with respect to any matter requiring the vote of holders including all voting and consent rights arising out of any such Term Loans during the pendency of any such Insolvency Proceeding bankruptcy or other insolvency proceedings (including except for voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain refraining from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization, in which case the Administrative Agent shall vote or refrain from voting such Loans of such Affiliated Lender in the Administrative Agent’s sole discretion)); provided, further, that no such Required Lender Vote/Directive shall deprive such Affiliated Lender of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Loan Documents and such Affiliated Lender’s vote shall be counted to the extent any such plan of reorganization pursuant or other amendment proposes to 11 U.S.C. §1126treat the Obligations of the Affiliated Lender in a manner less favorable in any material respect to such Affiliated Lender than the proposed treatment of Obligations held by Lenders that are not Affiliates of the Borrower, (ii) attend any meeting (live or by any electronic means) in accordance such Affiliated Lender’s capacity as a Lender with clause any Agent or other Lender or receive any information from any Agent or other Lender except to the extent such information is made available to any Loan Party (or its representatives) and other than administrative notices given to all Lenders under Article II or (iii) above (without regard have access to clauses (2), (3), (4) and (5) of the proviso to Platform in such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities)capacity as a Lender.

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9, each Any Delayed Draw Term Lender may at any time, assign all or a portion of any one or more of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement to any a Person whowho is or will become, after giving effect to such assignment or participationassignment, would be an Affiliated Lender (without the consent of any Person but and a Delayed Draw Term Lender), in each case subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided thatthe following limitations: (i) Affiliated Lenders (A) will not receive information provided solely to Lenders by the assigning Agent or any Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall will not be permitted to assign attend or participate in conference calls or meetings attended solely by the Lenders and the Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Delayed Draw Term Loans required to be delivered to the Lenders pursuant to Article II or (B) will not make any Revolving Loan Commitmentschallenge to the Agent’s or any other Lender’s attorney-client privilege on the basis of its status as a Delayed Draw Term Lender; (ii) each Affiliated Lender that purchases any Delayed Draw Term Loans will clearly identify itself as an Affiliated Lender in any Assignment and Acceptance executed in connection with such purchases or sales; and (iii) as a condition to each assignment pursuant to this subsection (j), Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) the Agent and the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender and any purported or a Person that upon the effectiveness of such assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to the assignee would constitute an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender pursuant to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of waive any right or the taking of to bring any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on Loans against the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition Notwithstanding anything to the other rights provided in this Section 9.9contrary, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contraryincluding, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have this clause (A), any participations in respect of any Term Loans) consented owned or held by Affiliated Lenders (or not consentedother than Affiliated Debt Funds) to any amendmentshall not, modificationin the aggregate, waiver, consent or other action with respect to any exceed 20% of the terms of aggregate outstanding Term Loans and Term Loan Commitments at any Loan Document or any departure by any Credit Party therefromtime, (B) otherwise acted on any matter related to any Term Loan Document or Term Loan Commitment owned or held by Affiliated Lenders (Cother than Affiliated Debt Funds) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion excluded in the same proportion as the allocation determination of voting with respect to such matter by Lenders who are not Affiliated Lendersany Requisite Lender vote; provided thatthat any consent, without amendment, waiver or modification or other action that would otherwise require the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document Section 10.6(a)(i)(A) or (5a)(i)(B) result or that results in a disproportionate and adverse effect on such an Affiliated Lender, Lender in relation to the Term Loans of all non-Affiliated Lenders, shall not become effective without the consent of such Affiliated Lender, (C) Affiliated Lenders (other than Affiliated Debt Funds) will not receive any “lender only” information and Affiliated Lenders shall not be permitted to participate in “lender only” meetings, (D) no Affiliated Lender (other than an Affiliated Debt Fund) shall be permitted to purchase Revolving Loans or Revolving Loan Commitments, (E) each Affiliated Lender (other than an Affiliated Debt Fund) that receives a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case, pursuant to Section 2.4(b)(v), shall be required to accept such offer at the Specified Discount or, in the case except as provided in clause of a Borrower Solicitation of Discount Range Prepayment Offers or a Borrower Solicitation of Discounted Prepayment Offers, at the largest discount to par or the largest Offered Discount, respectively, that Borrower accepts from any other Lender, (ivF) of this Section 9.9(geach Affiliated Lender (other than an Affiliated Debt Fund). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation agrees that, if any Credit Loan Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), the Affiliated Lenders (other than Affiliated Debt Funds), in their capacity as Lenders hereunder, shall grant to Administrative Agent a power of attorney, giving Administrative Agent the right to vote the Affiliated Lenders’ claims in bankruptcy on all matters submitted to the Lenders for a vote, and such claims shall, in any event, be voted in the same proportion, for and against, as votes were cast on each matter by Lenders that are not Affiliated Lenders, (G) at the option of Borrower, Term Loans purchased by Affiliated Lenders pursuant to this Section 10.1(b)(vi) may be contributed to Borrower provided that all such Term Loans held by such are immediately cancelled and (H) no more than two Affiliated Lender (and any claim with respect thereto) Lenders shall be deemed assigned for all purposes permitted to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) hold Term Loans and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and Commitments at any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii))time. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (ivvi), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Loan Party has filed for protection under the Bankruptcy Code. . Notwithstanding the foregoing, (vi) In connection Term Loans and Term Loan Commitments owned or held by Affiliated Debt Funds shall not account for more than 49.9% of the amounts included in determining whether the Requisite Lenders have consented to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom and (ii) it is understood and agreed that either (x) each Affiliated Lender shall be required to make a representation that it is not in possession of material non-public information with respect to Holdings and its Subsidiaries or their respective securities or (y) all parties to any assignment to of Term Loans involving an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans Section 10.1(b)(vi) shall render customary “big big-boy” disclaimer letters to each the other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known party to such assigning Lender assignment acknowledging that they may be in possession of material non-public information that may be material to the decision by such assigning Lender other party to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities)assignment.

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by the Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) [reserved]; (B) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class Loans or Classes of Term Incremental Loans shall execute and deliver to the Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A9.9(g)(i)(B) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (BC) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void[reserved]; and (CD) at the time of such assignment (or any participation under Section 9.9(f)) and immediately after giving effect to such assignment, (1) the aggregate principal amount of all outstanding Loans held by all Affiliated Lenders (other than Sponsor Fund Affiliates) shall not exceed 25% of the aggregate principal amount of all Loans then outstanding under this Agreement, (2) with respect to an assignment (or participation)to a Sponsor Fund Affiliate, the aggregate principal amount of all Term Loans held by all Affiliated Lenders which may be assigned to Sponsor Fund Affiliates shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreementin no event exceed, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether as calculated at the time of the consummation of any assignment or participation or at aforementioned assignments, 49.9% of the aggregate amount of the Loans then outstanding and (3) for any time thereaftercalculation of Required Lenders, the Borrower shallLoans of Sponsor Fund Affiliates may not, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity aggregate, account for more than 49.9% of the Borrower, Loans in each case determining whether the Required Lenders have consented to the extent necessary to cause any such limit amendment or limits to not be exceededwaiver. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender Lenders may be excluded from meetings solely among Lenders and shall have not receive, or be entitled to receive, any right to (A) attend (including by telephone) any meeting information developed by, or discussions (or portion thereof) among on behalf of, the Agent or any Lender that is provided solely to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including and their respective auditors, advisors and attorneys), except to ) by the extent such information or materials have been made available to any Credit Party Agent or any representative of any Credit PartyLender. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in disregarded for purposes of calculating Required Lenders, including both the same proportion as amount approving the allocation action and the total amount of voting with respect to such matter by Lenders who are not Affiliated Lendersthe Loans; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver waiver, consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or Document, (5) result amend or waive any provision of any Loan Document regarding pro rata payments or sharing of payments, in each case, in a disproportionate and manner adverse effect on to such Affiliated Lender, or (6) affect an Affiliated Lender disproportionately and adversely in relation to all other Lenders holding the Term Loans of all non-applicable Loan who are not Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation agrees that, if any Credit Party shall be subject to any Insolvency Proceeding, such Affiliated Lender shall not (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting vote in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (zB) voting vote in favor of any such plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans Loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Codehereunder. (v) In connection with any assignment to an No Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation representations that it is Parents, the Borrowers and such Subsidiary are not in possession of MNPI any information regarding Parents, the Borrowers, their respective Subsidiaries or Affiliates, or their assets in connection with respect any assignment and assumption or any of the transactions contemplated thereby that has not previously been disclosed to the Borrower, its Subsidiaries or their respective securities)Agent and private xxxxxx.

Affiliated Lenders. (i) In addition Subject to the other rights provided in Section 10.08(b) and this Section 9.910.08(g), each any Lender may shall have the right at any time to sell, transfer and assign all or a portion of any one or more of its Term Loans Loan (“Applicable Loan”) to the Sponsor or any Person whoof the Sponsor Entities (the “Affiliated Lenders”), after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided extent that: (A) the aggregate principal amount of all Term Loans which may be assigned to the Affiliated Lenders shall in no event exceed, as calculated at the time of the consummation of any aforementioned assignments, 25% of the aggregate principal amount of the Term Loans then outstanding; (B) each Term Lender shall have the right to sell, transfer and assign to such Affiliated Lender, in its sole discretion, on a pro rata basis, the amount of its Term Loan Percentage in such Applicable Loans; and (C) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Applicable Loans shall execute and deliver to the Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto F (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Agent or any Lender to which representatives of the Credit Parties are not invited invited, or (B) receive any information or material prepared by the Agent or any Lender or any communication by or among the Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Partyits representatives. (iiiii) Notwithstanding anything in Section 9.1 10.09 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, Lenders or all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document Document, or (C) directed or required the Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an that (x) under no circumstances shall any Affiliated Lender, no such amendment, modification, waiver consent Lenders be permitted to exercise any voting rights or other action privileges with respect to any Applicable Loans and any Applicable Loans that are assigned to, owned by, or maintained for the benefit of, any Affiliated Lender shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest have no voting rights or other privileges under the Loan Documents owed (and all voting percentages shall be recalculated to give effect to such Affiliated Lendervoting nullification), except as permitted under Section 10.9 (4b) reduce any amount owing to such (2) and (3) hereof; and in furtherance of the foregoing, the Affiliated Lender under any Loan Document or (5) result in a disproportionate agrees to execute and adverse effect on such Affiliated Lender, in relation deliver to the Term Loans Agent any instrument reasonably requested by the Agent to evidence the voting of all non-Affiliated Lenders, its interest as a Lender in each case except as provided in clause (iv) accordance with the provisions of this Section 9.9(g10.08(g); provided, further, that if the Affiliated Lender fails to promptly execute such instrument such failure shall in no way prejudice any of the Agent’s or any Lender’s rights under this paragraph. (iviii) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term LoansLender, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency voluntary or involuntary proceeding commenced under any insolvency or liquidation proceeding or proceeding under the Bankruptcy Code (collectively, a “Proceeding”), (Ai) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Agent (or the taking of any action by a third party that is supported by the Agent) in relation to such Affiliated Lender’s claim with respect to its Applicable Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender in its capacity as a Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, Lenders and (Bii) with respect to any matter requiring the vote of holders of any such Term Loans Lenders during the pendency of any such Insolvency Proceeding (including including, without limitation, voting on any plan of reorganization pursuant to 11 U.S.C. §1126reorganization), such Term the Applicable Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote be voted in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (210.08(g), (3), (4) and (5) of the proviso to such clause (iii)), and (C) so long as such Affiliated Lender (in its capacity as such) shall otherwise give a Lender is treated in connection with the exercise of such right or refrain from giving any consent in any taking of such Insolvency Proceeding at action on the direction of same or not materially worse terms as the Required other Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iviii), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Codeany law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to such Credit Party. (viv) In connection with any assignment (A) With respect to all purchases made by, or assignments to, an Affiliated Lender pursuant to this clause (gSection 10.08(g), such Affiliated Lender shall pay to the applicable assigning Lender all accrued and unpaid interest, if any, on the purchased Applicable Loans to the date of purchase of such Applicable Loans and (B) with respect to all purchases made by, assignments to, or assignments made by, an Affiliated Lender pursuant to this Section 10.08(g), such Affiliated Lender shall represent to the Lender assigning or purchasing such Term Loan and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (andAgent that, in connection with any assignments pursuant to Section 1.7(d), as of the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall effective date of any Affiliated Lender or any Affiliate thereof be required to make any representation that Assignment and Assumption, it is not in possession of MNPI with respect any material non-public information regarding the Credit Parties, or their assets or securities, that (x) has not been disclosed generally to the BorrowerLenders which are not Public Lenders prior to such date and (y) could reasonably be expected to have a material effect upon, its Subsidiaries or their respective securities)otherwise be material to, a Lender’s decision to assign Applicable Loans to such Person.

Affiliated Lenders. A. Each Affiliated Lender, in connection with any (ia) In addition to the other rights provided in this Section 9.9, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) decision not to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consentedconsent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefromDocument, (Bb) otherwise acted other action on any matter related to any Loan Document or (Cc) directed or required direction to Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender agrees that, except with respect to any amendment, modification, waiver, consent or other action described in subsection 10.6(A)(a) (but in any event subject to the requirements of subsection 10.1H), it shall be deemed to have voted its interest as a Lender without discretion in the same such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, that no such amendment, modification, waiver waiver, consent or other action with respect to or under any Loan Document shall deprive any Affiliated Lender of its pro rata share of any payments to which such Lender is entitled to share under the Loan Documents (1it being understood that this proviso shall not be construed to permit such Affiliated Lender to consent to any amendment, waiver, consent or other action to any Loan Document in violation of subsection 10.1H). Each Affiliated Lender hereby irrevocably appoints Administrative Agent (such appointment being coupled with an interest) increase any Commitment as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in Administrative Agent’s discretion to take any action and to execute any instrument that Administrative Agent may deem reasonably necessary to carry out the provisions of the preceding sentence. B. Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (2a) extend the due date for any scheduled installment of principal attend (including at maturityby telephone) any meeting or discussions (or portion thereof) among Administrative Agent or any Lender to which representatives of any Term Loan held by such Affiliated LenderCompany are not then present, (3b) extend receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the due date for interest under the Loan Documents owed extent such information or materials have been made available to such Affiliated LenderCompany or its representatives, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5c) result make or bring (or participate in, other than as a passive participant in a disproportionate and adverse effect on such Affiliated Lenderor recipient of its pro rata benefits of) any claim, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of Lender, against Administrative Agent, Collateral Agent or any Class of Term Loans, hereby agrees, and each Affiliated other Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring duties or obligations or alleged duties or obligations of such agent or any other such Lender under the vote of holders Loan Documents, provided that this clause (c) shall not bar a claim arising from the gross negligence or willful misconduct of any such Term Loans during the pendency Lender, Administrative Agent or Collateral Agent as a result of any such Insolvency Proceeding (including voting on any plan its differential treatment of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and compared to the extent not otherwise assigned or deemed assigned to Agentother Lenders, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held other than as permitted by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy CodeAgreement. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).”

Affiliated Lenders. (a) Subject to clause (b) below, each Affiliated Lender, in connection with any (i) In addition to the other rights provided in this Section 9.9, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) decision not to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consentedconsent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit an Loan Party therefrom, (Bii) otherwise acted other action on any matter related to any Loan Document or (Ciii) directed or required direction to any Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (i), (ii) or (iii) of the first proviso of Section 9.08(b) or that adversely affects such Affiliated Lender (in its capacity as a Lender) in any material respect as compared to other Lenders, shall be deemed to have voted its interest as a Lender without discretion in the same such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed . Subject to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (ivb) of this Section 9.9(g). (iv) Each Affiliated Lenderbelow, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, the Borrower and each Affiliated Lender Assignment hereby agrees that if a case under Title 11 of the United States Code is commenced against any Loan Party, the Parent and Assumption shall provide a confirmation thatthe Borrower, if any Credit Party shall be subject with respect to any Insolvency Proceeding, (A) such plan of reorganization that does not adversely affect any Affiliated Lender (in its capacity as sucha Lender) in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not take any step or action in such Insolvency Proceeding be counted. Subject to object toclause (b) below, impede, or delay each Affiliated Lender hereby irrevocably appoints the exercise of any right or the taking of any action by Administrative Agent (or the taking of any action by a third party that is supported by Agentsuch appointment being coupled with an interest) in relation to as such Affiliated Lender’s claim attorney-in-fact, with respect to its Loans (including, without limitation, (x) objecting to any debtor full authority in possession financing, use the place and stead of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated and in connection with the name of such exercise Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a). (b) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (i) attend (including by telephone) any meeting or action on discussions (or portion thereof) among the same Administrative Agent or better terms as any Lender to which representatives of the other Term Loan Borrower are not then present, (ii) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives, or (Biii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any Agent, the L/C Issuer or any other Lender with respect to any matter requiring the vote duties or obligations or alleged duties or obligations of holders of such Agent or any other such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy CodeLoan Documents. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or US-DOCS\99983253.20 materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter US-DOCS\99983253.20 requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.910.06, each Lender may assign all or a portion of any one or more of its Term Loans on a non-pro rata basis to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender through either (without the consent of any Person but subject to acknowledgment by Agent a) a Dutch Auction or (which acknowledgment shall be provided promptly after request therefor))b) open market purchases on a non-pro rata basis; provided that: (A) all parties to the relevant Affiliated Lender Assignment Agreement shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of such Affiliated Lender Assignment Agreement; (B) the assigning Lender and the Affiliated Lender purchasing such LenderXxxxxx’s Class or Classes of Term Loans shall execute and deliver to Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) L hereto (an “Affiliated Lender Assignment and AssumptionAgreement”), which it being understood that each Affiliated Lender Assignment Agreement shall, among other things shall things, provide that it shall for a power of attorney in favor of Administrative Agent to vote the claims in respect of such Term the Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g)below; (BC) for the avoidance of doubt, Lenders Xxxxxxx shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender Lender, and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (CD) at all times, including at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment assignment, (or participation), 1) the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty twenty-five percent (2025%) of all Term Loans outstanding under this Agreement, Agreement plus all other Indebtedness secured by Liens that are pari passu with the Term Loans and (collectively, 2) the “number of Affiliated Lender Cap”)Lenders in the aggregate shall at no time exceed forty-nine percent (49%) of the aggregate number of all Lenders. In the event that any such percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) the immediately preceding sentence shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower Borrowers shall, within ten (10) Business Days, cause Affiliated Lenders to assign its Term Loans and Commitments in accordance with Section 10.06(c) or to make capital contributions or assignments of Term Loans and Commitments directly or indirectly to any Borrower in accordance with clause (ii) below, in each case, in an amount such that after giving effect thereto, the aggregate principal amount of all Loans and Commitments held by the Affiliated Lenders to terminate their participations in does not exceed twenty-five percent (25%) of all Term Loans plus all other Indebtedness secured by Liens that are pari passu with the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case then outstanding or to the extent necessary to cause any such limit or limits not to not be exceeded. (ii) Notwithstanding anything to the contrary herein, each Affiliated Lender, in its capacity as a Term Lender, in its sole and absolute discretion, may make one or more capital contributions or assignments of Term Loans that it acquires in accordance with this Section 10.06(ii) or otherwise directly or indirectly to any Borrower solely in exchange for Permitted Stock Issuances of the Initial Borrower (or any direct or indirect parent of the Initial Borrower) upon written notice to Administrative Agent. Immediately upon any Borrower’s acquisition of Term Loans from an Affiliated Lender, such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Credit Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and no any Borrower shall obtain or otherwise have any rights as a Lender hereunder or under the other Credit Documents by virtue NAI-1537241654v2 of such capital contribution or assignment; provided that, upon such prepayment, termination, extinguishment and cancellation, the aggregate outstanding principal amount of the relevant Class of Term Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of Term Loans so contributed and cancelled, and each principal repayment installment with respect to such Class of Term Loans pursuant to Section 2.11 shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of any applicable Term Loans so contributed and cancelled. (iii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Administrative Agent or and/or any Lender to which representatives of the Credit Parties are not invited or invited, (B) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party, or (C) make or bring (or participate in, other than as a passive participant or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any Agent or Lender with respect to any duties or obligations, or alleged duties or obligations, of such Agent or Lender under the Credit Documents. (iiiiv) Notwithstanding anything in Section 9.1 10.05 or the definition of “Required Requisite Lenders” or “Requisite Class Lenders” to the contrary, (A) for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) any consent to any amendment, modification, modification or waiver, of, consent to, or other any action with respect to any of under, and for the terms purpose of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related direction to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to under, this Agreement or under any Loan other Credit Document, an each Affiliated Lender shall will be deemed to have voted its interest as a Lender without discretion consented in the same proportion as the allocation of voting with respect to such matter by Term Lenders who that are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no unless such amendment, modification, waiver waiver, consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Credit Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document Credit Document, or (5) result in a disproportionate and adverse effect on deprive such Affiliated Lender, in relation Lender of its Pro Rata Share of any principal and interest payments with respect to the Term Loans of all non-Affiliated LendersLoan unless, in each the case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (54), such extension or reduction does not adversely affect such Affiliated Lender in any material respect as compared to other Lenders, and (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), each Affiliated Lender hereby agrees (x) subject to clause (z) below, not to vote on such Plan, (y) if such Affiliated Lender does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the proviso Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case, under this clause (iv)(B) unless such Plan adversely affects such Affiliated Lender more than other Term Lenders in any material respect (it being understood that such Affiliated Lender may vote in its discretion if a Plan proposes to treat Obligations held by such Affiliated Lender in a disproportionately adverse manner to such clause (iii)Affiliated Lender than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders), and (C) each Affiliated Lender hereby irrevocably appoints Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in its capacity as such) shall respect of Term Loans therein and not in respect of any other claim or status such Affiliated Lender may otherwise give or refrain have), from giving time to time in Administrative Agent’s discretion to take any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, action and to execute any instrument that Administrative Agent may deem reasonably necessary or appropriate to carry out the extent not otherwise assigned or deemed assigned provisions of this clause (iv), including to Agent, each ensure that any vote of such Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it on any Plan is withdrawn or otherwise not counted (and other than any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with Affiliated Lender contemplated by clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iiiz)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, ) constitute a “subordination agreement” as such term is contemplated by, and utilized in, NAI-1537241654v2 Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender Xxxxxx agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.911.06, each Lender may assign all or a portion of any one or more of its Term Loans (or grant a participation in a Loan) to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender or an Affiliated Lender Participant, as applicable (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) all Lenders shall be offered an opportunity to assign or participate, as applicable, a pro rata portion (based on their Applicable Percentages) of the amount to be assigned or sold as a participation to such Affiliated Lender in accordance with customary procedures reasonably acceptable to the Agent; (B) except as previously disclosed in writing to Agent, such Affiliated Lender represents and warrants as of the date of any assignment or participation to such Affiliated Lender pursuant to this Section 11.06, that such Affiliated Lender has no material non-public information (“MNPI”) that both (1) has not been disclosed to any assigning or participating Lender (other than because such assigning or participating Lender does not wish to receive MNPI with respect to any Loan Party or any of their respective securities) prior to such date and (2) could reasonably be expected to have a material effect upon a Lender’s decision to assign Loans to such Affiliated Lender; (C) any assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) H hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall for a power of attorney in favor of Agent to vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding insolvency proceeding as provided in clause (iv) of this Section 9.9(g11.06(h); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (CD) at the time of such assignment (or any participation under Section 9.9(f11.06(d)) and after giving effect to such assignment (or participation), (1) the aggregate principal amount of all Term Loans held by all Affiliated Lenders (or in which Affiliated Lender Participants have a participation) shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or and (2) of this Section 9.9(g)(i)(C) there shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten more than two (102) Business Days, cause the Affiliated Lenders to terminate their participations and Affiliated Lender Participants in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceededaggregate. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Loan Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information or materials have been made available to any Credit Loan Party or any representative of any Credit Loan Party. (iii) Notwithstanding anything in Section 9.1 11.01 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (32) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, Lender or (43) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated LendersDocument, in each case except as provided in clause (iv) of this Section 9.9(g11.06(h). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Loan Party shall be subject to any Insolvency Proceedinginsolvency proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding insolvency proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g11.06(h) (without regard to clauses (2), (3), (4) and (53) of the proviso to such clause (iii)). If for any reason the foregoing assignment is deemed ineffective to vote the claims of the Affiliated Lenders with respect of the Loans, the Affiliated Lenders agree that their claims with respect of the Loans shall be voted, and (C) the Affiliated Lenders shall take all such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and actions to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees ensure that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) their claims with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) are voted, in accordance with clause (iii) above of this Section 11.06(h) (without regard to clauses (2), (3), (4) and (53) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy CodeCode of the United States, and, as such, would be enforceable for all purposes in any case where a Credit Loan Party has filed for protection under the Bankruptcy CodeCode of the United States. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9Any Lender may, each Lender may at any time, assign all or a portion of its rights and obligations under this Agreement to any one Affiliate of the Borrower (other the Borrower or more any of its Term Restricted Subsidiaries) subject to the following limitations: (i) Affiliated Lenders will not receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to attend or participate in meetings attended solely by the Lenders and the Administrative Agent (and may not challenge the Administrative Agent’s or the Lender’s attorney-client privilege based on their status as Lenders), other than the right to receives notices or Borrowings, notices or prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II; (ii) for purposes of any Person whoamendment, after giving effect waiver or modification of any Loan Document (including such modifications pursuant to such assignment Section 10.01), or participationany plan of reorganization pursuant to the Bankruptcy Code, would be an Affiliated Lender (without that in either case does not require the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning each Lender and the Affiliated or each affected Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by does not adversely affect such Affiliated Lender in an Insolvency Proceeding any material respect as provided compared to other Lenders, Affiliated Lenders will be deemed to have voted in clause the same proportion as the Lenders that are not Affiliated Lenders voting on such matter; and each Affiliated Lender hereby acknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to the Bankruptcy Code is not deemed to have been so voted, then such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant to Section 1126(e) of the Bankruptcy Code such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the Bankruptcy Code; (iii) Affiliated Lenders may not purchase Revolving Loans by assignment pursuant to this Section 10.06; (iv) the aggregate principal amount of Term Loans purchased by assignment pursuant to this Section 9.9(g); (B) for 10.06 and held at any one time by Affiliated Lenders may not exceed 20% of the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate original principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, on the “Affiliated Lender Cap”). In Closing Date plus the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding original principal amount of the Loans (exclusive of all term loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization made pursuant to 11 U.S.C. §1126), such an Incremental Term Loans held by such Affiliated Lender Loan; (and any claim with respect theretov) shall be deemed assigned for all purposes to Agent, which shall cast such vote except as previously disclosed in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and writing to the extent not otherwise assigned or deemed assigned to AgentAdministrative Agent and the Lenders, each Affiliated Lender agrees that it shall vote the portion represents and warrants as of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote date of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an such Affiliated Lender pursuant to this clause Section 10.06, that the Affiliated Lender does not have any material non-public information (g)“MNPI”) with respect to the Borrower or its Subsidiaries or securities that both (a) has not been disclosed to the assigning Lender (other than because such assigning Lender does not wish to receive MNPI with respect to the Borrower or its Subsidiaries or securities) prior to such date and (b) could reasonably be expected to have a material effect upon, or otherwise be material, to a Lender’s decision to assign Loans to such Affiliated Lender; and (vi) the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material execute and deliver to the decision by such assigning Lender to enter into such Administrative Agent an assignment to such Lender agreement substantially in the form of Exhibit W hereto (it being agreed and understood that under no circumstances shall any an “Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securitiesAssignment and Assumption”).

Affiliated Lenders. (i) In addition Notwithstanding anything in this Agreement or any other Credit Document to the other rights provided in this Section 9.9contrary, each Lender may assign all or a portion of any one or more of its Term Loans with respect to any Person whoAdvances at any time held by an Affiliated Lender, after giving effect such Affiliated Lender shall have no right whatsoever, in its capacity as a Lender with respect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans Advances then held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceededLender, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party is subject to a bankruptcy or any representative of any Credit Party. other insolvency proceeding or otherwise, so long as such Lender is an Affiliated Lender, to (iiii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) consent to any amendment, modification, waiver, consent or other such action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Administrative Agent or the Collateral Agent by the Majority Lenders pursuant to, any of the terms of any Loan Document the Agreement or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any other Loan Document, an Affiliated Lender shall be deemed in each case to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no extent such amendment, modification, waiver waiver, consent, other action, vote or direction is effective with only the consent of or action by the Majority Lenders (each, a “Majority Lender Vote/Directive”) and, if applicable, the Borrower or any other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date Credit Party; provided that for any scheduled installment of principal (including at maturity) purposes of any Term Loan Majority Lender Vote/Directive, the Administrative Agent shall automatically deem any Advances held by such Affiliated Lender, Lender to be voted on a pro rata basis in accordance with the votes cast in respect of the Advances of all other Lenders in the aggregate (3) extend the due date for interest under the Loan Documents owed to such other than any Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with any such exercise or action on the same or better terms as the other Term Loan Lenders, Majority Lender Vote/Directive (B) with respect to any matter requiring the vote of holders including all voting and consent rights arising out of any such Term Loans during the pendency of any such Insolvency Proceeding bankruptcy or other insolvency proceedings (including except for voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain refraining from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization, in which case the Administrative Agent shall vote or refrain from voting such Loans of such Affiliated Lender in the Administrative Agent’s sole discretion)); provided, further, that no such Majority Lender Vote/Directive shall deprive such Affiliated Lender of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Credit Documents and such Affiliated Lender’s vote shall be counted to the extent any such plan of reorganization pursuant or other amendment proposes to 11 U.S.C. §1126treat the Obligations of the Affiliated Lender in a manner less favorable in any material respect to such Affiliated Lender than the proposed treatment of Obligations held by Lenders that are not Affiliates of the Borrower, (ii) attend any meeting (live or by any electronic means) in accordance such Affiliated Lender’s capacity as a Lender with clause the Administrative Agent, the Collateral Agent or any other Lender or receive any information from the Administrative Agent, the Collateral Agent or any other Lender except to the extent such information is made available to any Credit Party (or its representatives) and other than administrative notices given to all Lenders under Article II or (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material have access to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities)Platform.

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.910.06, each Lender may assign all or a portion of any one or more of its Term Loans on a non-pro rata basis to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender through either (without the consent of any Person but subject to acknowledgment by Agent a) a Dutch Auction or (which acknowledgment shall be provided promptly after request therefor))b) open market purchases on a non-pro rata basis; provided that: (A) all parties to the relevant Affiliated Lender Assignment Agreement shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of such Affiliated Lender Assignment Agreement; (B) the assigning Lender and the Affiliated Lender purchasing such LenderXxxxxx’s Class or Classes of Term Loans shall execute and deliver to Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) L hereto (an “Affiliated Lender Assignment and AssumptionAgreement”), which it being understood that each Affiliated Lender Assignment Agreement shall, among other things shall things, provide that it shall for a power of attorney in favor of Administrative Agent to vote the claims in respect of such Term the Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g)below; (BC) for the avoidance of doubt, Lenders Xxxxxxx shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender Lender, and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (CD) at all times, including at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment assignment, (or participation), 1) the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty twenty-five percent (2025%) of all Term Loans outstanding under this Agreement, Agreement plus all other Indebtedness secured by Liens that are pari passu with the Term Loans and (collectively, 2) the “number of Affiliated Lender Cap”)Lenders in the aggregate shall at no time exceed forty-nine percent (49%) of the aggregate number of all Lenders. In the event that any such percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) the immediately preceding sentence shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower Borrowers shall, within ten (10) Business Days, cause Affiliated Lenders to assign its Term Loans and Commitments in accordance with Section 10.06(c) or to make capital contributions or assignments of Term Loans and Commitments directly or indirectly to any Borrower in accordance with clause (ii) below, in each case, in an amount such that after giving effect thereto, the aggregate principal amount of all Loans and Commitments held by the Affiliated Lenders to terminate their participations in does not exceed twenty-five percent (25%) of all Term Loans plus all other Indebtedness secured by Liens that are pari passu with the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case then outstanding or to the extent necessary to cause any such limit or limits not to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.910.06, each Lender may assign all or a portion of any one or more of its Term Loans on a non-pro rata basis to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender through either (without the consent of any Person but subject to acknowledgment by Agent a) a Dutch Auction or (which acknowledgment shall be provided promptly after request therefor))b) open market purchases on a non-pro rata basis; provided that: (A) all parties to the relevant Affiliated Lender Assignment Agreement shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into NAI-1537228099v31537241654v2 the terms of such Affiliated Lender Assignment Agreement; (B) the assigning Lender and the Affiliated Lender purchasing such LenderXxxxxx’s Class or Classes of Term Loans shall execute and deliver to Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) L hereto (an “Affiliated Lender Assignment and AssumptionAgreement”), which it being understood that each Affiliated Lender Assignment Agreement shall, among other things shall things, provide that it shall for a power of attorney in favor of Administrative Agent to vote the claims in respect of such Term the Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g)below; (BC) for the avoidance of doubt, Lenders Xxxxxxx shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender Lender, and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (CD) at all times, including at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment assignment, (or participation), 1) the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty twenty-five percent (2025%) of all Term Loans outstanding under this Agreement, Agreement plus all other Indebtedness secured by Liens that are pari passu with the Term Loans and (collectively, 2) the “number of Affiliated Lender Cap”)Lenders in the aggregate shall at no time exceed forty-nine percent (49%) of the aggregate number of all Lenders. In the event that any such percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) the immediately preceding sentence shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower Borrowers shall, within ten (10) Business Days, cause Affiliated Lenders to assign its Term Loans and Commitments in accordance with Section 10.06(c) or to make capital contributions or assignments of Term Loans and Commitments directly or indirectly to any Borrower in accordance with clause (ii) below, in each case, in an amount such that after giving effect thereto, the aggregate principal amount of all Loans and Commitments held by the Affiliated Lenders to terminate their participations in does not exceed twenty-five percent (25%) of all Term Loans plus all other Indebtedness secured by Liens that are pari passu with the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case then outstanding or to the extent necessary to cause any such limit or limits not to not be exceeded. (ii) Notwithstanding anything to the contrary herein, each Affiliated Lender, in its capacity as a Term Lender, in its sole and absolute discretion, may make one or more capital contributions or assignments of Term Loans that it acquires in accordance with this Section 10.06(ii) or otherwise directly or indirectly to any Borrower solely in exchange for Permitted Stock Issuances of the Initial Borrower (or any direct or indirect parent of the Initial Borrower) upon written notice to Administrative Agent. Immediately upon any Borrower’s acquisition of Term Loans from an Affiliated Lender, such Term Loans and all rights and obligations as a NAI-1537228099v31537241654v2 Lender related thereto shall for all purposes (including under this Agreement, the other Credit Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and no any Borrower shall obtain or otherwise have any rights as a Lender hereunder or under the other Credit Documents by virtue of such capital contribution or assignment; provided that, upon such prepayment, termination, extinguishment and cancellation, the aggregate outstanding principal amount of the relevant Class of Term Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of Term Loans so contributed and cancelled, and each principal repayment installment with respect to such Class of Term Loans pursuant to Section 2.11 shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of any applicable Term Loans so contributed and cancelled. (iii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Administrative Agent or and/or any Lender to which representatives of the Credit Parties are not invited or invited, (B) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party, or (C) make or bring (or participate in, other than as a passive participant or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any Agent or Lender with respect to any duties or obligations, or alleged duties or obligations, of such Agent or Lender under the Credit Documents. (iiiiv) Notwithstanding anything in Section 9.1 10.05 or the definition of “Required Requisite Lenders” or “Requisite Class Lenders” to the contrary, (A) for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) any consent to any amendment, modification, modification or waiver, of, consent to, or other any action with respect to any of under, and for the terms purpose of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related direction to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to under, this Agreement or under any Loan other Credit Document, an each Affiliated Lender shall will be deemed to have voted its interest as a Lender without discretion consented in the same proportion as the allocation of voting with respect to such matter by Term Lenders who that are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no unless such amendment, modification, waiver waiver, consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Credit Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document Credit Document, or (5) result in a disproportionate and adverse effect on deprive such Affiliated Lender, in relation Lender of its Pro Rata Share of any principal and interest payments with respect to the Term Loans of all non-Affiliated LendersLoan unless, in each the case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (54), such extension or reduction does not adversely affect such Affiliated Lender in any material respect as compared to other Lenders, and (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), each Affiliated Lender hereby agrees (x) subject to clause (z) below, not to vote on such Plan, (y) if such Affiliated Lender does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the proviso Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted NAI-1537228099v31537241654v2 or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case, under this clause (iv)(B) unless such Plan adversely affects such Affiliated Lender more than other Term Lenders in any material respect (it being understood that such Affiliated Lender may vote in its discretion if a Plan proposes to treat Obligations held by such Affiliated Lender in a disproportionately adverse manner to such clause (iii)Affiliated Lender than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders), and (C) each Affiliated Lender hereby irrevocably appoints Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in its capacity as such) shall respect of Term Loans therein and not in respect of any other claim or status such Affiliated Lender may otherwise give or refrain have), from giving time to time in Administrative Agent’s discretion to take any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, action and to execute any instrument that Administrative Agent may deem reasonably necessary or appropriate to carry out the extent not otherwise assigned or deemed assigned provisions of this clause (iv), including to Agent, each ensure that any vote of such Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it on any Plan is withdrawn or otherwise not counted (and other than any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with Affiliated Lender contemplated by clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iiiz)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, ) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In Notwithstanding anything to the contrary contained herein, in addition to the other rights provided in this Section 9.910.4, each Lender may assign all or a portion of any one or more of its Term Loans (but, for the avoidance of doubt, not any Delayed Draw Term Loan Commitment) to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender (including a Debt Fund Affiliate) (without the consent of any Person but subject to acknowledgment by the Administrative Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) C hereto (an “Affiliated Lender Assignment and Assumption”), which which, among other things things, shall provide that it shall for a power of attorney in favor of the Administrative Agent to vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g10.4(g), but which shall not require such Affiliated Lender to make any representation that it is not in possession of any Non-Public Information or to render customary “big boy” disclaimer letters; (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Delayed Draw Term Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender Lender, and any purported assignment of or participation in any Revolving Delayed Draw Term Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and; (C) at all times, including at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment assignment, (or participation), 1) the aggregate principal amount of all Term Loans and other Indebtedness secured by Liens that are pari passu with the Term Loans held by all Affiliated Lenders (excluding Debt Fund Affiliates) shall not exceed twenty percent (20%) of all Term Loans outstanding under this AgreementAgreement plus all such other Indebtedness, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) the aggregate principal amount of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in all Term Loans and other Indebtedness secured by Liens that are pari passu with the Term Loans and/or cause such held by all Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditorsDebt Fund Affiliates) shall not exceed thirty percent (30%) of all Term Loans outstanding under this Agreement plus all such other Indebtedness, advisors and attorneys), except to (3) the extent such information or materials have been made available to any Credit Party or any representative number of any Credit Party. Affiliated Lenders (iiiincluding Debt Fund Affiliates) Notwithstanding anything in Section 9.1 or the definition aggregate shall at no time exceed the lesser of “Required Lenders” to (x) two and (y) forty-nine percent (49%) of the contrary, for purposes aggregate number of Lenders included in determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent waiver or other action with respect to any action; (D) no assignment of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to purchased with the decision by such assigning Lender to enter into such assignment to such Lender proceeds of any Revolving Loan or Swingline Loan; and (it being agreed E) no Event of Default shall have occurred and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities)continuing.

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9, each Lender Advances may assign all or a portion of any one or more of its Term Loans be purchased by and assigned to any Person whoAffiliate of the Borrower (each, after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and AssumptionLender”), which among other things shall provide that it shall vote be deemed to exclude Holdings, Intermediate, the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause Borrower and their respective Subsidiaries and any natural person) on a non-pro rata basis through (iva) of this Section 9.9(g); open market purchases (B) which includes, for the avoidance of doubt, through privately negotiated transactions) and/or (b) Dutch auctions open to all Lenders on a pro rata basis in accordance with customary procedures, in each case, so long as no Default or Event of Default has occurred; provided that (i) Affiliated Lenders (x) shall not receive information provided solely to Lenders or be permitted to attend or participate in Lender-only conference calls or meetings (in each case in their capacity as a Lender), (y) shall not have access to any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (z) shall not be permitted to assign receive the advice of counsel to the Administrative Agent or the Lenders and shall not, solely acting in its capacity as an Affiliated Lender, have the right to challenge the Lenders’ attorney-client privilege, (ii) for purposes of any Revolving amendment, waiver or modification of the Loan CommitmentsDocuments that does not (x) require the consent of each Lender or each affected Lender and (y) have a disproportionately adverse effect on such Affiliated Lender as compared to other affected Lenders, Extended Revolving Loan Commitments or Revolving Loans Affiliated Lenders shall be deemed to have voted in the same proportion as non-affiliated Lenders voting on such matter, (or grant iii) in connection with a plan of reorganization under any participation therein) to insolvency proceeding, unless the plan of reorganization affects an Affiliated Lender and in its capacity as a Lender in a disproportionally adverse manner than its effect on the other Lenders, the Administrative Agent shall vote on behalf of each such Affiliated Lender, (iv) the aggregate principal amount of Advances held at any purported assignment one time by Affiliated Lenders shall not exceed 25% of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders Advances outstanding at such time and (v) in no event shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause there be more than one (1) or (2) Affiliated Lender holding Advances at any one time. Notwithstanding any other provision of this Section 9.9(g)(i)(C) shall be exceeded9.07, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate may, at their participations in the Term Loans and/or cause such Affiliated Lenders to option, contribute such Term Loans Advances to the common equity Borrower solely for the purpose of the Borrower, in each case cancelling such Advances. Such contribution may include contributions made to the extent necessary to cause Borrower (whether through any of its direct or indirect parent entities or otherwise) in exchange for Indebtedness or Equity Interests of such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 parent entity or the definition of “Required Lenders” Borrower that are otherwise permitted to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure be issued hereunder by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lendersentity at such time; provided that, without immediately upon the consent effectiveness of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) contribution of any Term Loan held Advance by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities)such contributed Advance shall be automatically and permanently cancelled and shall thereafter no longer be outstanding for any purpose hereunder.

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided Each Affiliate Purchaser agrees that:, (Aa) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (Ai) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Loan Party therefrom, (Bii) otherwise acted on any matter related to any Loan Document Document, or (Ciii) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender such Affiliate shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated LendersAffiliates of Borrower or any Loan Party; provided that, without the consent of an Affiliated Lender, that no such amendment, modification, waiver waiver, consent or other action to any Loan Document shall (1) increase any Commitment of deprive such Affiliated Lender, (2) extend the due date for any scheduled installment Lender of principal (including at maturity) its pro rata share of any Term Loan held by payments to which such Affiliated Lender, (3) extend the due date for interest Affiliate Purchaser is entitled to share under the Loan Documents owed to without such Affiliated LenderAffiliate Purchaser providing its consent; and in furtherance of the foregoing, (4i) reduce the Affiliate agrees to execute and deliver to the Administrative Agent any amount owing instrument requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this clause (a); provided further that if the Affiliate Purchaser fails to promptly execute such Affiliated instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this paragraph and (ii) the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by the Affiliate Purchaser as the Affiliate Purchaser’s attorney-in-fact, with full authority in the place and stead of the Affiliate Purchaser and in the name of the Affiliate Purchaser, from time to time in Administrative Agent’s discretion to take any action and to execute any instrument that Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a); and (b) the Affiliate Purchaser shall not have any right (i) to attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present, (ii) to receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders; provided that the Assignee shall be entitled to receive all information prepared by the Borrower to which the Lenders generally are entitled under any Loan Document the Agreement or (5iii) result to make or bring (or participate in, other than as a passive participant in a disproportionate and adverse effect on such Affiliated Lenderor recipient of its pro rata benefits of) any claim, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of Lender, against any Class of Term Loans, hereby agrees, and each Affiliated Agent or any other Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote duties or obligations or alleged duties or obligations of holders of such Agent or any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated other Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy CodeLoan Documents. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).”

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.910.06, each Lender may assign all or a portion of any one or more of its Term Loans on a non-pro rata basis to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender through either (without the consent of any Person but subject to acknowledgment by Agent a) a Dutch Auction or (which acknowledgment shall be provided promptly after request therefor))b) open market purchases on a non‑pro rata basis; provided provided, that: (A) all parties to the relevant Affiliated Lender Assignment Agreement shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of such Affiliated Lender Assignment Agreement; (B) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) J hereto (an “Affiliated Lender Assignment and AssumptionAgreement”), which it being understood that each Affiliated Lender Assignment Agreement shall, among other things shall things, provide that it shall for a power of attorney in favor of Administrative Agent to vote the claims in respect of such Term the Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and voidbelow; and (C) at all times, including at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation)assignment, the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty twenty-five percent (2025%) of all Term Loans outstanding under this Agreement, Agreement and the number of Affiliated Lenders in the aggregate shall at no time exceed forty-nine percent (collectively, 49%) of the “Affiliated Lender Cap”)aggregate number of all Lenders. In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) such limits in the immediately preceding sentence shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause Affiliated Lenders to assign their Term Loans and Commitments in accordance with Section 10.06(c) or to make capital contributions or assignments of Term Loans and Commitments directly or indirectly to Borrower in accordance with clause (ii) below, in each case, in an amount such that after giving effect thereto, the aggregate principal amount of all Loans and Commitments held by the Affiliated Lenders to terminate their participations in the does not exceed 25% of all Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case then outstanding or to the extent necessary to cause any such limit or limits not to not be exceeded. (ii) Notwithstanding anything to the contrary herein, each Affiliated Lender, in its capacity as a Lender, in its sole and absolute discretion, may make one or more capital contributions or assignments of Term Loans that it acquires in accordance with this Section 10.06(ii) or otherwise directly or indirectly to Borrower solely in exchange for Permitted Stock Issuances of Borrower (or any Parent) upon written notice to Administrative Agent. Immediately upon Borrower’s acquisition of Term Loans from an Affiliated Lender, such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Credit Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Credit Documents by virtue of such capital contribution or assignment; provided that, upon such prepayment, termination, extinguishment and cancellation, the aggregate outstanding principal amount of the Term Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of Term Loans so contributed and cancelled, and each principal repayment installment with respect to the Term Loans pursuant to Section 2.11 shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of the Term Loans so contributed and cancelled. (iii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Administrative Agent or and/or any Lender to which representatives of the Credit Parties are not invited or invited, (B) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party, or (C) make or bring (or participate in, other than as a passive participant or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any Agent or Lender with respect to any duties or obligations, or alleged duties or obligations, of such Agent or Lender under the Credit Documents. (iiiiv) Notwithstanding anything in Section 9.1 10.05 or the definition of “Required Requisite Lenders” to the contrary, (A) for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) any consent to any amendment, modification, modification or waiver, of, consent to, or other any action with respect to any of under, and for the terms purpose of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related direction to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to under, this Agreement or under any Loan other Credit Document, an each Affiliated Lender shall will be deemed to have voted its interest as a Lender without discretion consented in the same proportion as the allocation of voting with respect to such matter by Lenders who that are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no unless such amendment, modification, waiver waiver, consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).,

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9Any Lender may, each Lender may so long as no Default or Event of Default has occurred and is continuing, at any time, without any consent, assign all or a portion of any one its rights and obligations with respect to Loans under this Agreement to a person who is or more of its Term Loans to any Person whowill become, after giving effect to such assignment or participationassignment, would be an Affiliated Lender (without the consent of any Person but Lender, subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided thatthe following limitations: (Ai) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to the Administrative Agent a completed Administrative Questionnaire and an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) A-1 hereto (an “Affiliated Lender Assignment and Assumption”); (ii) Affiliated Lenders (A) will not receive access to the Platform or information provided solely to Lenders by the Administrative Agent or any Lender, which among other things shall provide that it shall vote than the claims right to receive notices of prepayments and other administrative notices in respect of such Term its Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); or Commitments required to be delivered to Lenders pursuant to Article II, (B) for the avoidance of doubt, Lenders shall will not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments attend or Revolving Loans (participate in conference calls or grant any participation therein) to an Affiliated Lender meetings attended solely by the Lenders and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null the Administrative Agent and void; and (C) at the time will not receive advice of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans counsel to the common equity of Administrative Agent and the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party.Lenders; (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (gSection 10.04(h), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender Affiliated Lender; (it being agreed and understood that iv) the aggregate principal amount of Loans (as of the date of consummation of any transaction under no circumstances this Section 10.04(h)) held by all Affiliated Lenders shall any not exceed 35% of the aggregate principal amount of Loans outstanding at such time (such percentage, the “Affiliated Lender Cap”); and (v) in the event that any default under Section 8.01(g) or any Affiliate thereof be required to make any representation (h) has occurred and is continuing, each Affiliated Lender shall acknowledge that it is an “insider” under Section 101(31) of the Bankruptcy Code and, as such, the claims associated with the loan and commitments owned by it shall not be included in possession determining whether the applicable class of MNPI with respect creditors holding such claims has voted to accept a proposed plan for purposes of Section 1129(a)(10) of the BorrowerBankruptcy Code, its Subsidiaries or and their respective securitiesvoting rights shall be subject to Section 10.04(j).

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.910.06, each Lender may assign all or a portion of any one or more of its Term Loans on a non-pro rata basis to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender through either (without the consent of any Person but subject to acknowledgment by Agent a) a Dutch Auction or (which acknowledgment shall be provided promptly after request therefor))b) open market purchases on a non-pro rata basis; provided that: (A) all parties to the relevant Affiliated Lender Assignment Agreement shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of such Affiliated Lender Assignment Agreement; (B) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) L hereto (an “Affiliated Lender Assignment and AssumptionAgreement”), which it being understood that each Affiliated Lender Assignment Agreement shall, among other things shall things, provide that it shall for a power of attorney in favor of Administrative Agent to vote the claims in respect of such Term the Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g)below; (BC) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender Lender, and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (CD) at all times, including at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment assignment, (or participation), 1) the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty twenty-five percent (2025%) of all Term Loans outstanding under this Agreement, Agreement plus all other Indebtedness secured by Liens that are pari passu with the Term Loans and (collectively, 2) the “number of Affiliated Lender Cap”)Lenders in the aggregate shall at no time exceed forty-nine percent (49%) of the aggregate number of all Lenders. In the event that any such percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) the immediately preceding sentence shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower Borrowers shall, within ten (10) Business Days, cause Affiliated Lenders to assign its Term Loans and Commitments in accordance with Section 10.06(c) or to make capital contributions or assignments of Term Loans and Commitments directly or indirectly to Holdings or any Borrower in accordance with clause (ii) below, in each case, in an amount such that after giving effect thereto, the aggregate principal amount of all Loans and Commitments held by the Affiliated Lenders to terminate their participations in does not exceed twenty-five percent (25%) of all Term Loans plus all other Indebtedness secured by Liens that are pari passu with the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case then outstanding or to the extent necessary to cause any such limit or limits not to not be exceeded. (ii) Notwithstanding anything to the contrary herein, each Affiliated Lender, in its capacity as a Term Lender, in its sole and absolute discretion, may make one or more capital contributions or assignments of Term Loans that it acquires in accordance with this Section 10.06(ii) or otherwise directly or indirectly to Holdings or any Borrower solely in exchange for Permitted Stock Issuances of Holdings upon written notice to Administrative Agent. Immediately upon Holdings’ or any Borrower’s acquisition of Term Loans from an Affiliated Lender, such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Credit Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and neither any Borrower nor Holdings shall obtain or otherwise have any rights as a Lender hereunder or under the other Credit Documents by virtue of such capital contribution or assignment; provided that, upon such prepayment, termination, extinguishment and cancellation, the aggregate outstanding principal amount of the relevant Class of Term Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of Term Loans so contributed and cancelled, and each principal repayment installment with respect to such Class of Term Loans pursuant to Section 2.11 shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of any applicable Term Loans so contributed and cancelled. (iii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Administrative Agent or and/or any Lender to which representatives of the Credit Parties are not invited or invited, (B) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party, or (C) make or bring (or participate in, other than as a passive participant or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any Agent or Lender with respect to any duties or obligations, or alleged duties or obligations, of such Agent or Lender under the Credit Documents. (iiiiv) Notwithstanding anything in Section 9.1 10.05 or the definition of “Required Requisite Lenders” or “Requisite Class Lenders” to the contrary, (A) for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) any consent to any amendment, modification, modification or waiver, of, consent to, or other any action with respect to any of under, and for the terms purpose of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related direction to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to under, this Agreement or under any Loan other Credit Document, an each Affiliated Lender shall will be deemed to have voted its interest as a Lender without discretion consented in the same proportion as the allocation of voting with respect to such matter by Term Lenders who that are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no unless such amendment, modification, waiver waiver, consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Credit Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document Credit Document, or (5) result in a disproportionate and adverse effect on deprive such Affiliated Lender, in relation Lender of its Pro Rata Share of any principal and interest payments with respect to the Term Loans of all non-Affiliated LendersLoan unless, in each the case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (54), such extension or reduction does not adversely affect such Affiliated Lender in any material respect as compared to other Lenders, and (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), each Affiliated Lender hereby agrees (x) subject to clause (z) below, not to vote on such Plan, (y) if such Affiliated Lender does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the proviso Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case, under this clause (iv)(B) unless such Plan adversely affects such Affiliated Lender more than other Term Lenders in any material respect (it being understood that such Affiliated Lender may vote in its discretion if a Plan proposes to treat Obligations held by such Affiliated Lender in a disproportionately adverse manner to such clause (iii)Affiliated Lender than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders), and (C) each Affiliated Lender hereby irrevocably appoints Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in its capacity as such) shall respect of Term Loans therein and not in respect of any other claim or status such Affiliated Lender may otherwise give or refrain have), from giving time to time in Administrative Agent’s discretion to take any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, action and to execute any instrument that Administrative Agent may deem reasonably necessary or appropriate to carry out the extent not otherwise assigned or deemed assigned provisions of this clause (iv), including to Agent, each ensure that any vote of such Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it on any Plan is withdrawn or otherwise not counted (and other than any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with Affiliated Lender contemplated by clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iiiz)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, ) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9Any Lender may, each Lender may at any time, assign all or a portion of its rights and obligations under this Agreement to any one Affiliate of the Borrower (other the Borrower or more any of its Term Restricted Subsidiaries) subject to the following limitations: (i) Affiliated Lenders will not receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to attend or participate in meetings attended solely by the Lenders and the Administrative Agent, other than the right to receives notices or Borrowings, notices or prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II; (ii) for purposes of any Person whoamendment, after giving effect waiver or modification of any Loan Document (including such modifications pursuant to such assignment Section 10.01), or participationany plan of reorganization pursuant to the Bankruptcy Code, would be an Affiliated Lender (without that in either case does not require the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning each Lender and the Affiliated or each affected Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by does not adversely affect such Affiliated Lender in an Insolvency Proceeding any material respect as provided compared to other Lenders, Affiliated Lenders will be deemed to have voted in clause the same proportion as the Lenders that are not Affiliated Lenders voting on such matter; and each Affiliated Lender hereby acknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to the Bankruptcy Code is not deemed to have been so voted, then such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant to Section 1126(e) of the Bankruptcy Code such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the Bankruptcy Code; (iii) Affiliated Lenders may not purchase Revolving Loans by assignment pursuant to this Section 10.06; (iv) the aggregate principal amount of Term Loans purchased by assignment pursuant to this Section 9.9(g); (B) for 10.06 and held at any one time by Affiliated Lenders may not exceed 20% of the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate original principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, on the “Affiliated Lender Cap”). In Closing Date plus the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding original principal amount of the Loans (exclusive of all term loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization made pursuant to 11 U.S.C. §1126), such an Incremental Term Loans held by such Affiliated Lender Loan; and (and any claim with respect theretov) shall be deemed assigned for all purposes to Agent, which shall cast such vote except as previously disclosed in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and writing to the extent not otherwise assigned or deemed assigned to AgentAdministrative Agent and the Lenders, each Affiliated Lender agrees that it shall vote the portion represents and warrants as of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote date of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an such Affiliated Lender pursuant to this clause Section 10.06, that the Affiliated Lender, has any material non-public information (g), “MNPI”) with respect to the Borrower or its Subsidiaries or securities that both (a) has not been disclosed to the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each (other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to than because such assigning Lender that may be material does not wish to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of receive MNPI with respect to the Borrower, Borrower or its Subsidiaries or their respective securities)) prior to such date and (b) could reasonably be expected to have a material effect upon, or otherwise be material, to a Lender’s decision to assign Loans to such Affiliated Lender.

Affiliated Lenders. The Affiliated Lender, in its capacity as the [Assignor][Assignee] represents and warrants (i) In addition it is a Affiliated Lender and acknowledges that it is bound by and agrees to be subject to Section 11.06(b)(vii) of the other rights provided in Credit Agreement, (ii) no Default or Event of Default has occurred or is continuing or would result from the consummation of the transactions contemplated by this Section 9.9Assignment and Assumption, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, (iii) after giving effect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender this Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) constitutes less than 15% of the aggregate principal amount of all Term Loans outstanding under this Agreementthen outstanding, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1iv) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to it does not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any material non-public information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, Borrowers that (Ba) otherwise acted on any matter related has not been disclosed to any Loan Document or the Lenders (C) directed or required Agent or any Lender other than Lenders that do not wish to undertake any action (or refrain from taking any action) receive material non-public information with respect to Holdings, Intermediate Holdings, the Borrowers, any of their Subsidiaries or under any Loan Document, an Affiliated Lender shall Affiliates) prior to the date hereof and (b) could reasonably be deemed expected to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse material effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impedeupon, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitationotherwise be material, (x) objecting to a Lender’s decision to participate in any debtor in possession financing, use assignment pursuant to Section 11.06 of cash collateral, grant of adequate protection, sale the Credit Agreement or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority market price of the outstanding Loans, and (v) after giving effect to any such assignment, if Affiliated Lenders shall, in the aggregate, own or hold Loans with an aggregate principal amount in excess of 15% of the original principal amount of the all Loans then outstanding, then (exclusive of loans held by Affiliated Lenders1) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it assigned Loans in excess of such 15% limit shall be null and void and the Register shall be modified to reflect such void portion of the assigned Loans, and (and any claim with respect thereto2) with respect the assigning Lender shall refund to any matter requiring the vote Affiliated Lender a pro rata portion of holders the purchase price of any such Term the Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization assigned pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, which pro rata portion shall reflect the amount of Loans voided pursuant to subclause (1) above and utilized in, Section 510(a(vi) of that the Bankruptcy Code, and, as such, would be enforceable for all purposes Administrative Agent does not have any affirmative obligation to determine whether the Loans held by Affiliated Lenders exceed the 15% limit set forth in any case where a Credit Party has filed for protection under the Bankruptcy Code. clause (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In addition Notwithstanding anything in this Agreement or any other Credit Document to the other rights provided in this Section 9.9contrary, each Lender may assign all or a portion of any one or more of its Term Loans with respect to any Person whoAdvances at any time held by an Affiliated Lender, after giving effect such Affiliated Lender shall have no right whatsoever, in its capacity as a Lender with respect to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans Advances then held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceededLender, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party is subject to a bankruptcy or any representative of any Credit Party. other insolvency proceeding or otherwise, so long as such Lender is an Affiliated Lender, to (iiii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) consent to any amendment, modification, waiver, consent or other such action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Administrative Agent or the Collateral Agent by the Majority Lenders pursuant to, any of the terms of any Loan Document the Agreement or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any other Loan Document, an Affiliated Lender shall be deemed in each case to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no extent such amendment, modification, waiver waiver, consent, other action, vote or direction is effective with only the consent of or action by the Majority Lenders (each, a “Majority Lender Vote/Directive”) and, if applicable, the Borrower or any other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date Credit Party; provided that for any scheduled installment of principal (including at maturity) purposes of any Term Loan Majority Lender Vote/Directive, the Administrative Agent shall automatically deem any Advances held by such Affiliated Lender, Lender to be voted on a pro rata basis in accordance with the votes cast in respect of the Advances of all other Lenders in the aggregate (3) extend the due date for interest under the Loan Documents owed to such other than any Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with any such exercise or action on the same or better terms as the other Term Loan Lenders, Majority Lender Vote/Directive (B) with respect to any matter requiring the vote of holders including all voting and consent rights arising out of any such Term Loans during the pendency of any such Insolvency Proceeding bankruptcy or other insolvency proceedings (including except for voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain refraining from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization, in which case the Administrative Agent shall vote or refrain from voting such Loans of such Affiliated Lender in the Administrative Agent’s sole discretion)); provided, further, that no such Majority Lender Vote/Directive shall deprive such Affiliated Lender of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Credit Documents and such Affiliated Lender’s vote shall be counted to the extent any such plan of reorganization pursuant or other amendment proposes to 11 U.S.C. §1126treat the Obligations of the Affiliated Lender in a manner less favorable in any material respect to such Affiliated Lender than the proposed treatment of Obligations held by Lenders that are not Affiliates of the Borrower, (ii) attend any meeting (live or by any electronic means) in accordance such Affiliated Lender’s capacity as a Lender with clause the Administrative Agent, the Collateral Agent or any other Lender or receive any information from the Administrative Agent, the Collateral Agent or any other Lender except to the extent such information is made available to any Credit Party (or its representatives) and other than administrative notices given to all Lenders under Article II or (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material have access to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession Platform. [Remainder of MNPI with respect to the Borrower, its Subsidiaries or their respective securities)this page intentionally left blank. Signature pages follow.] NY\6260051.12

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.910.06, each Lender may assign all or a portion of any one or more of its Term Loans on a non-pro rata basis to any Person who, after giving effect giving (ii) Notwithstanding anything to such assignment the contrary herein, each Affiliated Lender, in its capacity as a Term Lender, in its sole and absolute discretion, may make one or participation, would be more capital contributions or assignments of Term Loans that it acquires in accordance with this Section 10.06(ii) or otherwise directly or indirectly to any Borrower solely in exchange for Permitted Stock Issuances of the Initial Borrower (or any direct or indirect parent of the Initial Borrower) upon written notice to Administrative Agent. Immediately upon any Borrower’s acquisition of Term Loans from an Affiliated Lender, such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (without including under this Agreement, the consent other Credit Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and no Borrower shall obtain or otherwise have any Person but subject to acknowledgment rights as a Lender hereunder or under the other Credit Documents by Agent (which acknowledgment shall be provided promptly after request therefor))virtue of such capital contribution or assignment; provided that: (A) , upon such prepayment, termination, extinguishment and cancellation, the assigning Lender and aggregate outstanding principal amount of the Affiliated Lender purchasing such Lender’s relevant Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in be deemed reduced, as of the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect date of such Term Loans held contribution, by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) the full par value of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreementso contributed and cancelled, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders and each principal repayment installment with respect to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded.such (iiiii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Administrative Agent or and/or any Lender to which representatives of the Credit Parties are not invited or invited, (B) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party, or (C) make or bring (or participate in, other than as a passive participant or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any Agent or Lender with respect to any duties or obligations, or alleged duties or obligations, of such Agent or Lender under the Credit Documents. (iiiiv) Notwithstanding anything in Section 9.1 10.05 or the definition of “Required Requisite Lenders” or “Requisite Class Lenders” to the contrary, (A) for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) any consent to any amendment, modification, modification or waiver, of, consent to, or other any action with respect to any of under, and for the terms purpose of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related direction to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to under, this Agreement or under any Loan other Credit Document, an each Affiliated Lender shall will be deemed to have voted its interest as a Lender without discretion consented in the same proportion as the allocation of voting with respect to such matter by Term Lenders who that are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no unless such amendment, modification, waiver waiver, consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Credit Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document Credit Document, or (5) result in a disproportionate and adverse effect on deprive such Affiliated Lender, in relation Lender of its Pro Rata Share of any principal and interest payments with respect to the Term Loans of all non-Affiliated LendersLoan unless, in each the case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (54), such extension or reduction does not adversely affect such Affiliated Lender in any material respect as compared to other Lenders, and (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), each Affiliated Lender hereby agrees (x) subject to clause (z) below, not to vote on such Plan, (y) if such Affiliated Lender does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the proviso Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case, under this clause (iv)(B) unless such Plan adversely affects such Affiliated Lender more than other Term Lenders in any material respect (it being understood that such Affiliated Lender may vote in its discretion if a Plan proposes to treat Obligations held by such Affiliated Lender in a disproportionately adverse manner to such clause (iii)Affiliated Lender than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders), and (C) each Affiliated Lender hereby irrevocably appoints Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in its capacity as such) shall respect of Term Loans therein and not in respect of any other claim or status such Affiliated Lender may otherwise give or refrain have), from giving time to time in Administrative Agent’s discretion to take any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, action and to execute any instrument that Administrative Agent may deem reasonably necessary or appropriate to carry out the extent not otherwise assigned or deemed assigned provisions of this clause (iv), including to Agent, each ensure that any vote of such Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it on any Plan is withdrawn or otherwise not counted (and other than any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with Affiliated Lender contemplated by clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iiiz)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, ) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).utilized

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.9Any Lender may, each Lender may at any time, assign all or a portion of its rights and obligations with respect to Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an Affiliated Lender (including any one Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit L or more (ii) open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders (A) will not receive information provided solely to Lenders by the Administrative Agent or any Lender except to the extent such materials are made available to the Borrower and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to any Person who, after giving effect be delivered to such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject Lenders pursuant to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”), which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g);Article II, (B) for will not receive the avoidance advice of doubtcounsel provided solely to the Administrative Agent or the Lenders, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at may not challenge the time of such assignment (or any participation under Section 9.9(f)) attorney-client privilege between the Administrative Agent and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans counsel to the common equity of Administrative Agent or between the Borrower, in each case Lenders and counsel to the extent necessary to cause any such limit or limits to not be exceeded.Lenders; (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to Assignment and Assumption will include either (A) attend (including a representation by telephone) any meeting the applicable Affiliated Lender acquiring or discussions (or portion thereof) among Agent or any Lender to which representatives disposing of Term Loans in such assignment that, as of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126)purchase or sale, such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI material non-public information with respect to the Borrower, its Subsidiaries or their respective securitiessecurities or (B) a statement by the applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make the representation set forth in the foregoing clause (A).; (iii) (A) the aggregate principal amount of Term Loans held by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.00% of the aggregate outstanding principal amount of all Term Loans at the time of purchase or assignment (such percentage, the “Affiliated Lender Term Loan Cap”),

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.911.2, each Lender may assign all or a portion of any one or more of its Term Loans to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by the Administrative Agent (which acknowledgment shall be provided promptly after request therefor))) on a non-pro rata basis (A) through Permitted Loan Retirements or (B) through open market purchases; provided that: : (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class tranche or Classes tranches of Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) I hereto (an “Affiliated Lender Assignment and Assumption”), which it being understood that each Affiliated Lender Assignment and Assumption (other than with respect to an assignment to an Affiliated Debt Fund) shall, among other things shall things, provide that it shall for a power of attorney in favor of the Administrative Agent to vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(gsubsection 11.2(g); ; (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended tranche of Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended tranche of Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation)assignment, the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty percent (20%other than Affiliated Debt Funds) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the in which Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceeded. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iii) Notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non143 [[NYCORP:3713047v14:05/10/2018-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).-10:17 PM]]

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.910.06, each Lender may assign all or a portion of any one or more of its Term Loans on a non-pro rata basis to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender through either (without the consent of any Person but subject to acknowledgment by Agent a) a Dutch Auction or (which acknowledgment shall be provided promptly after request therefor))b) open market purchases on a non-pro rata basis; provided provided, that: (A) all parties to the relevant Affiliated Lender Assignment Agreement shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of such Affiliated Lender Assignment Agreement; (B) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) J hereto (an “Affiliated Lender Assignment and AssumptionAgreement”), which it being understood that each Affiliated Lender Assignment Agreement shall, among other things shall things, provide that it shall for a power of attorney in favor of Administrative Agent to vote the claims in respect of such Term the Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and voidbelow; and (C) at all times, including at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation)assignment, the aggregate principal amount of all Term Loans held by all Affiliated Lenders shall not exceed twenty twenty-five percent (2025%) of all Term Loans outstanding under this Agreement, Agreement and the number of Affiliated Lenders in the aggregate shall at no time exceed forty-nine percent (collectively, 49%) of the “Affiliated Lender Cap”)aggregate number of all Lenders. In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) such limits in the immediately preceding sentence shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause Affiliated Lenders to assign their Term Loans and Commitments in accordance with Section 10.06(c) or to make capital contributions or assignments of Term Loans and Commitments directly or indirectly to Borrower in accordance with clause (ii) below, in each case, in an amount such that after giving effect thereto, the aggregate principal amount of all Loans and Commitments held by the Affiliated Lenders to terminate their participations in the does not exceed 25% of all Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case then outstanding or to the extent necessary to cause any such limit or limits not to not be exceeded. (ii) Notwithstanding anything to the contrary herein, each Affiliated Lender, in its capacity as a Lender, in its sole and absolute discretion, may make one or more capital contributions or assignments of Term Loans that it acquires in accordance with this Section 10.06(ii) or otherwise directly or indirectly to Borrower solely in exchange for Permitted Stock Issuances of Borrower upon written notice to Administrative Agent. Immediately upon Borrower’s acquisition of Term Loans from an Affiliated Lender, such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Credit Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Credit Documents by virtue of such capital contribution or assignment; provided that, upon such prepayment, termination, extinguishment and cancellation, the aggregate outstanding principal amount of the Term Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of Term Loans so contributed and cancelled, and each principal repayment installment with respect to the Term Loans pursuant to Section 2.11 shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of the Term Loans so contributed and cancelled. (iii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Administrative Agent or and/or any Lender to which representatives of the Credit Parties are not invited or invited, (B) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party, or (C) make or bring (or participate in, other than as a passive participant or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any Agent or Lender with respect to any duties or obligations, or alleged duties or obligations, of such Agent or Lender under the Credit Documents. (iiiiv) Notwithstanding anything in Section 9.1 10.05 or the definition of “Required Requisite Lenders” to the contrary, (A) for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) any consent to any amendment, modification, modification or waiver, of, consent to, or other any action with respect to any of under, and for the terms purpose of any Loan Document or any departure by any Credit Party therefrom, (B) otherwise acted on any matter related direction to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to under, this Agreement or under any Loan other Credit Document, an each Affiliated Lender shall will be deemed to have voted its interest as a Lender without discretion consented in the same proportion as the allocation of voting with respect to such matter by Lenders who that are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no unless such amendment, modification, waiver waiver, consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Credit Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document Credit Document, or (5) result in a disproportionate and adverse effect on deprive such Affiliated Lender, in relation Lender of its Pro Rata Share of any principal and interest payments with respect to the Term Loans of all non-Affiliated LendersLoan unless, in each the case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (54), such extension or reduction does not adversely affect such Affiliated Lender in any material respect as compared to other Lenders, and (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), each Affiliated Lender hereby agrees (x) subject to clause (z) below, not to vote on such Plan, (y) if such Affiliated Lender does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the proviso Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case, under this clause (iv)(B) unless such Plan adversely affects such Affiliated Lender more than other Lenders in any material respect (it being understood that such Affiliated Lender may vote in its discretion if a Plan proposes to treat Obligations held by such Affiliated Lender in a disproportionately adverse manner to such clause (iii)Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliated Lenders), and (C) each Affiliated Lender hereby irrevocably appoints Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in its capacity as such) shall respect of Term Loans therein and not in respect of any other claim or status such Affiliated Lender may otherwise give or refrain have), from giving time to time in Administrative Agent’s discretion to take any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, action and to execute any instrument that Administrative Agent may deem reasonably necessary or appropriate to carry out the extent not otherwise assigned or deemed assigned provisions of this clause (iv), including to Agent, each ensure that any vote of such Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it on any Plan is withdrawn or otherwise not counted (and other than any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with Affiliated Lender contemplated by clause (iii) above (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iiiz)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, ) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (a) Affiliated Lenders are permitted to hold Commitments as of the Closing Date, to hold Loans until the Maturity Date and to accept assignments of Commitments or Loans in accordance with Section 3.06(b), in each case subject to the following limitations: (i) In addition Affiliated Lenders will not receive information provided solely to Lenders and L/C Issuers by the Administrative Agent or any Lender and will not be permitted to attend or participate in meetings attended solely by the Lenders, the L/C Issuers and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II; (ii) each Affiliated Lender that (A) takes an assignment of any Loan hereunder or (B) assigns any Loan hereunder shall represent and warrant to the other rights provided in this Section 9.9, each Lender may assign all assignee that it does not possess material non-public information with respect to the Company and its Subsidiaries or a portion the securities of any one or more of its Term Loans them that has not been disclosed to any Person who, after giving effect the Lenders generally (other than Lenders who elect not to receive such assignment or participation, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by Agent (which acknowledgment shall be provided promptly after request therefor)information); provided that: that such representation shall not imply or otherwise constitute an acknowledgement or agreement that the Loans (Aor any interest therein) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to Agent an assignment agreement substantially constitutes a “security” (as defined in the form Securities Act of Exhibit 9.9(g)(i)(A) hereto (an “Affiliated Lender Assignment and Assumption”)1933, which among other things shall provide that it shall vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(gamended); (Biii) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation thereinA) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation), the aggregate principal amount of all Term Loans held at any one time by all Affiliated Lenders shall not exceed twenty percent 12.5% of the aggregate Loans (20%) of all Term Loans outstanding under this Agreement, (collectivelysuch percentage, the “Affiliated Lender Cap”). In ) and (B) in the event that any percentage or limit under of an acquisition pursuant to the last sentence of this clause (1a) which would result in the Affiliated Lender Cap being exceeded, the Company shall promptly arrange for an Eligible Assignee to assume the Loans of the Affiliated Lenders, and the Affiliated Lenders shall promptly enter into an Assignment and Assumption arranged by the Company, such that, after giving effect to such assignment, the aggregate Loans held by Affiliated Lenders shall not exceed the Affiliated Lender Cap; provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this clause (a)(iii) or any purported assignment; and (2iv) as a condition to each assignment pursuant to this clause (a), the Administrative Agent shall have consented to such assignment (which consent shall not be withheld unless the Administrative Agent reasonably believes that such assignment would violate clause (a)(iii) of this Section 9.9(g)(i)(C) shall be exceeded, whether at 11.15). Each Affiliated Lender agrees to notify the time of Administrative Agent promptly (and in any assignment or participation or at any time thereafter, the Borrower shall, event within ten (10) Business Days) if it acquires any Person who is also a Lender, cause and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Lenders to terminate their participations in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity of the Borrower, in each case to the extent necessary to cause any such limit or limits to not be exceededLender. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender to which representatives of the Credit Parties are not invited or (B) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Credit Party or any representative of any Credit Party. (iiib) Notwithstanding anything in Section 9.1 11.01 or the definition of “Required Lenders” or “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Required Lenders have (Ax) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Loan Party therefrom, or subject to Section 11.15(c) below, any plan of reorganization pursuant to the U.S. Bankruptcy Code, (By) otherwise acted on any matter related to any Loan Document Document, or (Cz) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action and: (i) all Loans held by any Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or Required Lenders have voted taken any actions; and (ii) all Loans held by Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether all Lenders have taken any action unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its interest as a effect on other Lenders. (c) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided hereby agrees that, without if a proceeding under any Debtor Relief Law shall be commenced by or against the consent of Company or any other Loan Party at a time when such Lender is an Affiliated Lender, no such amendment, modification, waiver consent or other action shall (1) increase any Commitment Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g). (iv) Each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and in any claim manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect thereto) to the Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be deemed assigned for all purposes entitled to Agent, which shall cast such vote in accordance with clause its sole discretion (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso to such clause (iii)), and (C) such Affiliated Lender (not in its capacity as such) shall otherwise give or refrain from giving any consent in any such Insolvency Proceeding at accordance with the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Administrative Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim ) in connection with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in accordance with clause (iii) above (without regard a manner that is less favorable in any material respect to clauses (2), (3), (4) and (5) such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy CodeCompany. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, in connection with any assignments pursuant to Section 1.7(d), the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).

Affiliated Lenders. (i) In Notwithstanding anything to the contrary contained herein, in addition to the other rights provided in this Section 9.910.4, each Lender may assign all or a portion of any one or more of its Term Loans (but, for the avoidance of doubt, not any Delayed Draw Term Loan Commitment) to any Person who, after giving effect to such assignment or participationassignment, would be an Affiliated Lender (including a Debt Fund Affiliate) (without the consent of any Person but subject to acknowledgment by the Administrative Agent (which acknowledgment shall be provided promptly after request therefor)); provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s Class or Classes of Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) C hereto (an “Affiliated Lender Assignment and Assumption”), which which, among other things things, shall provide that it shall for a power of attorney in favor of the Administrative Agent to vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g10.4(g), but which shall not require such Affiliated Lender to make any representation that it is not in possession of any Non-Public Information or to render customary “big boy” disclaimer letters; (B) for the avoidance of doubt, Lenders shall not be permitted to assign any Revolving Delayed Draw Term Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender Lender, and any purported assignment of or participation in any Revolving Delayed Draw Term Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and; (C) at all times, including at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment assignment, (or participation), 1) the aggregate principal amount of all Term Loans and other Indebtedness secured by Liens that are pari passu with the Term Loans held by all Affiliated Lenders (excluding Debt Fund Affiliates) shall not exceed twenty percent (20%) of all Term Loans outstanding under this AgreementAgreement plus all such other Indebtedness, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) the aggregate principal amount of this Section 9.9(g)(i)(C) shall be exceeded, whether at the time of any assignment or participation or at any time thereafter, the Borrower shall, within ten (10) Business Days, cause the Affiliated Lenders to terminate their participations in all Term Loans and other Indebtedness secured by Liens that are pari passu with the Term Loans and/or cause such held by all Affiliated Lenders (including Debt Fund Affiliates) shall not exceed thirty percent (30%) of all Term Loans outstanding under this Agreement plus all such other Indebtedness, and (3) the number of Affiliated Lenders (including Debt Fund Affiliates) in the aggregate shall at no time exceed the lesser of (x) two and (y) forty-nine percent (49%) of the aggregate number of Lenders included in determining whether the Required Lenders have consented to contribute such any amendment, waiver or other action; (D) no assignment of Term Loans to an Affiliated Lender may be purchased with the common equity proceeds of the Borrower, in each case to the extent necessary to cause any such limit Revolving Loan or limits to not Swingline Loan; and (E) no Event of Default shall have occurred and be exceededcontinuing. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender (excluding Debt Fund Affiliates) shall have any right to (AA)(1) attend (including by telephone) or receive notice of any meeting meeting, conference call or discussions (or portion thereof) among Agent the Administrative Agent, the Lead Arranger or any Lender to which representatives of the Credit Loan Parties are not invited or invited, (B2) receive any information or material prepared by Agent the Administrative Agent, the Lead Arranger or any Lender or any communication by or among Agent the Administrative Agent, the Lead Arranger and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information information, materials or materials communication have been made available to any Credit Loan Party or any representative of any Credit PartyLoan Party or (3) receive advice of counsel to the Administrative Agent, the Lead Arranger and the Lenders or (B) access the Platform (including, without limitation, that portion of the Platform that has been designated for “Private Side” Lenders). (iii) Notwithstanding anything in Section 9.1 10.2 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender (excluding Debt Fund Affiliates) shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that, without the consent of an Affiliated Lender, no Lenders (excluding Debt Fund Affiliates) unless such amendment, modification, waiver waiver, consent or other action shall (1x) increase any Commitment require the consent of such Affiliated Lender, all Lenders or each Lender directly and adversely affected thereby and (2y) extend the due date for any scheduled installment of principal (including at maturity) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to adversely affect such Affiliated Lender under (excluding Debt Fund Affiliates) more than other Term Lenders (who are not Affiliated Lenders (excluding Debt Fund Affiliates)) in any Loan Document or (5) result in a disproportionate and adverse effect on such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g)material respect. (iv) Each Notwithstanding anything to the contrary in this Agreement, each Affiliated Lender, solely in its capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Loan Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Administrative Agent (or the taking of any action by a third party that is supported by the Administrative Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Lenders with Term Loan LendersLoans, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote have voted in accordance the same proportion as the allocation of voting with clause (iii) above of this Section 9.9(g) (without regard to clauses (2), (3), (4) and (5) of the proviso respect to such clause (iii)), matter by Lenders who are not Affiliated Lenders and (C) each Affiliated Lender hereby irrevocably appoints the Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in its capacity as such) shall respect of such Loans therein and not in respect of any other claim or status such Affiliated Lender may otherwise give or refrain have), from giving time to time in the Agent’s discretion to take any consent in any such Insolvency Proceeding at the direction of the Required Lenders. In furtherance of the foregoing, action and to execute any instrument that the extent not otherwise assigned Agent may deem reasonably necessary or deemed assigned appropriate to Agentcarry out the provisions of this clause (iv), each including to ensure that any vote of such Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2), (3), (4) and (5) or plan of the proviso to such clause (iii))liquidation is withdrawn or otherwise not counted. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Loan Party has filed for protection under the Bankruptcy Code. (v) In connection with . Notwithstanding anything to the contrary herein, any assignment to an Affiliated Lender that has purchased Term Loans pursuant to this clause (g)Section 10.4(g) may in its sole discretion, contribute, directly or indirectly, the assigning Lender principal amount of such Term Loans or any portion thereof, plus all accrued and unpaid interest thereon, to the Affiliated Lender purchasing Borrower for the purpose of cancelling and extinguishing such Lender’s Term Loans. Upon the date of such contribution, assignment or transfer, (x) the aggregate outstanding principal amount of Term Loans shall render customary “big boy” letters reflect such cancellation and extinguishing of the Term Loans then held by the Borrower and (y) the Borrower shall promptly provide notice to each other (andthe Administrative Agent of such contribution of such Term Loans, in connection with any assignments pursuant to Section 1.7(d)and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable auction agent) regarding information that is not known to such assigning Lender that may be material to Term Loans in the decision by such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation that it is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities)Register.

Affiliated Lenders. (i) In addition to the other rights provided in this Section 9.911.2, each Lender Lender(i) may assign all or a portion of any one or more of its Term Loans to any Person whothat, after giving effect to such assignment or participationassignment, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by the Administrative Agent (which acknowledgment shall be provided promptly after request therefor))) on a non-pro rata basis (A) through Permitted Loan Retirements or (B) through open market purchases; provided that: (A) : the assigning Lender and the Affiliated Lender purchasing such such(A) Lender’s Class or Classes of Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit 9.9(g)(i)(A) I hereto (an “Affiliated Lender Assignment and Assumption”), which it being understood that each Affiliated Lender Assignment and Assumption (other than with respect to an assignment to an Affiliated Debt Fund) shall, among other things shall things, provide that it shall for a power of attorney in favor of the Administrative Agent to vote the claims in respect of such Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 9.9(g11.2(g); (B) ; for the avoidance of doubt, Lenders shall not be permitted to to(B) assign any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in any Revolving Loan Commitments, Extended Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; and (C) at the time of such assignment (or any participation under Section 9.9(f)) and after giving effect to such assignment (or participation)such(C) assignment, the aggregate principal amount of all Term Loans held by all Affiliated Lenders (other than Affiliated Debt Funds) (or in which Affiliated Lenders have a participation) shall not exceed twenty twenty-five percent (2025%) of all Term Loans outstanding under this Agreement, (collectively, the “Affiliated Lender Cap”). In the event that any percentage or limit under clause (1) or (2) of this Section 9.9(g)(i)(C) shall be exceeded, whether ; and at the time of any such assignment or participation or and after giving effect to such(D) assignment and at any no time thereafter, the Borrower shall, within ten (10) Business Days, cause the total number of Affiliated Lenders to terminate their participations (other than 162 [[5628733]] Affiliated Debt Funds) shall not exceed the lesser of (x) three (3) in the Term Loans and/or cause such Affiliated Lenders to contribute such Term Loans to the common equity aggregate or (y) 49% or less of the Borrowertotal number of Lenders (rounded down) party hereto, in each case to provided that, notwithstanding the extent necessary to cause any such limit or limits to not foregoing, there may be exceeded. (ii) at least one Affiliated Lender. Notwithstanding anything to the contrary in this Agreement, no no(ii) Affiliated Lender (other than an Affiliated Debt Fund) shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Credit Loan Parties are not invited or (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders (including their respective auditors, advisors and attorneys)Lenders, except to the extent such information or materials have been made available to any Credit Loan Party or any representative of any Credit Loan Party. (iii) . Notwithstanding anything in Section 9.1 11.1 or the definition of “Required Required(iii) Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender (other than Affiliated Debt Fund) shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated LendersLenders (other than Affiliated Debt Funds); provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver waiver, consent or other action shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including at maturitythe Maturity Date) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) result in a disproportionate and adverse effect on disproportionately adversely affect such Affiliated Lender, in relation to the Term Loans of all non-Affiliated Lender differently than other similarly situated Lenders, in each case except as provided in clause (iv) of this Section 9.9(g11.2(g). (iv) ; and provided, further, that each Affiliated Lender shall receive its ratable portion of any fee received in respect of any such amendment, modification, waiver or consent. Each Affiliated LenderLender (other than an Affiliated Debt Fund), solely in its its(iv) capacity as a holder of any Class of Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Credit Loan Party shall be subject to any Insolvency Proceeding, (A) such Affiliated Lender (in its capacity as such) shall not take any step or action in such Insolvency Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by Agent (or the taking of any action by a third party that is supported by Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, (x) objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization, (y) voting in opposition to a plan of reorganization of such Credit Party that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders) or (z) voting in favor of any plan of reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of loans held by Affiliated Lenders)) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders, (B) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such an Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote and/or object on behalf of such Affiliated Lender in connection with any plan of reorganization with respect to the Term Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed assigned for all purposes to Agent, which shall cast such vote in accordance with clause (iii) above of this Section 9.9(g11.2(g) (without regard to clauses (2), (3), (4) and (54) of the proviso to such clause (iii)), and (C) such ; provided that each Affiliated Lender (shall be entitled to vote or object in its capacity as such) shall otherwise give or refrain from giving any consent sole discretion (and not in any such Insolvency Proceeding at accordance with the direction of the Required Lenders. In furtherance of the foregoing, and to the extent not otherwise assigned or deemed assigned to Administrative Agent, each Affiliated Lender agrees that it shall vote the portion of the Term Loan held by it (and any claim with respect thereto) with respect to any matter requiring the vote of holders of any such Term Loans during the pendency of any such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126) in accordance with clause (iii) above (without regard to clauses (2of this Section 11.2(g), (3), (4) and (5) of the proviso to such clause (iii)). For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code. (v) In connection with any assignment to an Affiliated Lender pursuant to this clause (g), the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall render customary “big boy” letters to each other (and, including in connection with any assignments pursuant plan of reorganization, to Section 1.7(d), the applicable auction agent) regarding information extent any such plan of reorganization proposes to treat any Term Loans held by such Affiliated Lender in a manner that is not known to such assigning Lender that may be material more adverse to the decision by interests of such assigning Lender to enter into such assignment to such Lender (it being agreed and understood that under no circumstances shall any Affiliated Lender or any Affiliate thereof be required to make any representation than the proposed treatment of Term Loans held by other Lenders that it are not Affiliated Lenders is not in possession of MNPI with respect to the Borrower, its Subsidiaries or their respective securities).interests of such other Lenders. 163 [[5628733]]