Common use of Affiliated Lenders Clause in Contracts

Affiliated Lenders. Any Delayed Draw Term Lender may at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender (and a Delayed Draw Term Lender), in each case subject to the following limitations: (i) Affiliated Lenders (A) will not receive information provided solely to Lenders by the Agent or any Lender and will not be permitted to 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 challenge 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), the Agent and the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Agent, in its capacity as such.

Affiliated Lenders. Any Delayed Draw Term Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term 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 (and including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit K or (ii) open market purchase on a Delayed Draw Term Lender)non-pro rata basis, in each case subject to the following limitationslimitations 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 Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or II, (B) will not make any challenge receive the advice of counsel provided solely to the Agent’s Administrative Agent or any other Lender’s the Lenders, and (C) may not challenge the attorney-client privilege on between the basis of its status as a Delayed Draw Term LenderAdministrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) each the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender that purchases any Delayed Draw acquiring or disposing of Term Loans will clearly identify itself in such assignment that, as of the date of any such purchase or sale, it is not in possession of material non-public information with respect to the Borrower, its Subsidiaries or their respective securities 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 30% 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”), (B) unless otherwise agreed to in writing by the Required Facility Lenders, regardless of whether consented to by the Administrative Agent or otherwise, no assignment which would result in Affiliated Lenders that are not Affiliated Debt Funds holding Term Loans with an aggregate principal amount in excess of the Affiliated Lender Term Loan Cap, shall in either case be effective with respect to such excess amount of the Term Loans (and such excess assignment shall be and be deemed null and void); 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 (h)(iii) or any purported assignment exceeding the Affiliated Lender Term Loan Cap limitation or for any assignment being deemed null and void hereunder and (C) in the event of an acquisition pursuant to the last sentence of this clause (h) which would result in the Affiliated Lender Term Loan Cap being exceeded, the most recent assignment to an Affiliated Lender involved in any Assignment such acquisition shall be unwound and Acceptance executed in connection with such purchases deemed null and void to the extent that the Affiliated Lender Term Loan Cap, would otherwise be exceeded; (iv) Affiliated Lenders may not purchase Revolving Loans or salesRevolving Commitments; and (iiiv) as a condition to each assignment pursuant to this subsection clause (jh), (A) the Agent and the Borrower Administrative Agent shall have been provided a notice in the form of Exhibit D-2 to this Agreement in connection with each assignment to an Affiliated Lender or an Affiliated Debt Fund or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant or an Affiliated Debt Fund, and (without limitation of the provisions of clause (iii) above) shall be under no obligation to record such assignment in the Register until three Business Days after receipt of such notice and (B) 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 (h)(iii) of this Section 11.07). Each Affiliated Lender and each Affiliated Debt Fund agrees to notify the Administrative Agent promptly (and in its capacity any event within ten Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten Business Days) if it becomes an Affiliated Lender or an Affiliated Debt Fund. Such notice shall contain the type of information required and be delivered to the same addressee as such) shall waive any right to bring any action set forth in connection with such Loans against the Agent, in its capacity as suchExhibit D-2.

Affiliated Lenders. Any Delayed Draw Notwithstanding anything to the contrary, (A) the Term Lender may Loans (including, for purposes of this clause (A), any participations in respect of any Term Loans) owned or held by Affiliated Lenders (other than Affiliated Debt Funds) shall not, in the aggregate, exceed 20% of the aggregate outstanding Term Loans and Term Loan Commitments at any time, assign all (B) any Term Loan or Term Loan Commitment owned or held by Affiliated Lenders (other than Affiliated Debt Funds) shall be excluded in the determination of any Requisite Lender vote; provided that any consent, amendment, waiver or modification or other action that would otherwise require the consent of such Affiliated Lender under Section 10.6(a)(i)(A) or (a)(i)(B) or that results in a portion of its rights disproportionate and obligations with respect to Delayed Draw Term Loans under this Agreement to a Person who is or will become, after such assignment, adverse effect on an Affiliated Lender in relation to all non-Affiliated Lenders, shall not become effective without the consent of such Affiliated Lender, (and a Delayed Draw Term Lender), in each case subject to the following limitations: (iC) Affiliated Lenders (Aother than Affiliated Debt Funds) will not receive any “lender only” information provided solely to and Affiliated Lenders by the Agent or any Lender and will shall not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Agent“lender only” meetings, (D) no Affiliated Lender (other than the right an Affiliated Debt Fund) shall be permitted to receive notices of prepayments and other administrative notices in respect of its Delayed Draw Term purchase Revolving Loans required to be delivered to the Lenders pursuant to Article II or Revolving Loan Commitments, (B) will not make any challenge to the Agent’s or any other Lender’s attorney-client privilege on the basis of its status as a Delayed Draw Term Lender; (iiE) each Affiliated Lender (other than an Affiliated Debt Fund) that purchases 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 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 Delayed Draw other Lender, (F) each Affiliated Lender (other than an Affiliated Debt Fund), solely in its capacity as a holder of any Term Loans, hereby agrees that, if any Loan Party shall be subject to any Insolvency Proceeding, with respect to any matter requiring the vote of holders of Term Loans will clearly identify itself during the pendency of 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 an Lenders hereunder, shall grant to Administrative Agent a power of attorney, giving Administrative Agent the right to vote the Affiliated Lender Lenders’ claims in bankruptcy on all matters submitted to the Lenders for a vote, and such claims shall, in any Assignment event, be voted in the same proportion, for and Acceptance executed in connection with such purchases or sales; and against, as votes were cast on each matter by Lenders that are not Affiliated Lenders, (iiiG) as a condition to each assignment at the option of Borrower, Term Loans purchased by Affiliated Lenders pursuant to this subsection Section 10.1(b)(vi) may be contributed to Borrower provided that all such Term Loans are immediately cancelled and (jH) no more than two Affiliated Lenders shall be permitted to hold Term Loans and Term Loan Commitments at any time. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (vi), the Agent and the Borrower Agent shall have been provided a notice related provisions set forth in connection with each assignment to an 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 Loan Party has filed for protection under the Bankruptcy Code. Notwithstanding the foregoing, (i) 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 Person representation that upon the effectiveness it is not in possession of such material non-public information with respect to Holdings and its Subsidiaries or their respective securities or (y) all parties to any assignment the assignee would constitute of Term Loans involving an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as suchthis Section 10.1(b)(vi) shall waive any right render customary “big-boy” disclaimer letters to bring any action the other party to such assignment acknowledging that they may be in connection with possession of material non-public information that may be material to the decision by such Loans against the Agent, in its capacity as suchother party to enter into such assignment.

Affiliated Lenders. Any Delayed Draw Term Lender may at any time, assign all Assignments to or a portion of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement to a Person who is or will become, after such assignment, from an Affiliated Lender (and a Delayed Draw Term Lender), in each case shall be subject to the following limitationsadditional conditions: (A) such assignment must be made pursuant to an open market purchase; (B) no Default shall have occurred or be continuing or would result from such assignment; (C) the assigning Lender and the assignee Affiliated Lender shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit E-3 hereto (an “Affiliated Lender Assignment and Assumption”) in lieu of an Assignment and Assumption, and such Affiliated Lender Assignment and Assumption shall contain the following provisions: (1) the assignor/assignee Affiliated Lender shall each represent to the Administrative Agent in the Affiliated Lender Assignment and Assumption that the limitation set forth in Section 11.06(b)(vii)(D) has not been violated, and (2) the assignor/assignee Affiliated Lender shall represent that such Affiliated Lender is not in possession of any Borrower Restricted Information that has not been disclosed to the Lenders generally (other than those Lenders who have elected to not receive any Borrower Restricted Information with respect to any Loan Party); (D) after giving effect to any such assignment, Affiliated Lenders shall not, in the aggregate, own or hold Loans with an aggregate principal amount in excess of 15% of the principal amount of all Loans then outstanding; (E) Each Affiliate Lender, in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) 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 that adversely affects such Affiliate Lender in any material respect as compared to other Lenders holding the same Series of Term Loans, shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliate Lenders (provided that, for the avoidance of doubt, such exception shall not apply to any amendment, modification, waiver, consent or other action otherwise permitted by Section 2.15). Each of the Borrowers and each Affiliate Lender hereby agrees that if a case under Title 11 of the Bankruptcy Code is commenced against the Borrowers, the Borrowers, with respect to any plan of reorganization that does not adversely affect any Affiliate Lender in any material respect as compared to other Lenders, shall seek (and each Affiliate Lender shall consent) to designate the vote of any Affiliate Lender and the vote of any Affiliate Lender with respect to any such plan of reorganization of the Borrowers or any Affiliate of the Borrowers shall not be counted. Each Affiliate Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliate Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliate Lender and in the name of such Affiliate 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; (F) Affiliated Lenders (A) will shall not receive information provided solely to Lenders by the Administrative Agent or any Lender of the Lenders (other than notices of Borrowings and prepayments and other administrative notices in respect of Loans or Commitments required to be delivered to Lenders pursuant to Article II) and will not be permitted to attend or participate in conference calls or meetings any meeting not attended solely by the Lenders and the AgentBorrowers; (G) No Affiliate Lender shall have any right to make or bring (or participate in, other than the right to receive notices of prepayments and other administrative notices as a passive participant in respect or recipient of its Delayed Draw Term Loans required to be delivered to the Lenders pursuant to Article II or (Bpro rata benefits of) will not make any challenge 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), the Agent and the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Agentclaim, in its capacity as sucha Lender, against Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents; and (H) 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 all Loans then outstanding, then (1) the portion of the 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 (2) the assigning Lender shall refund to the Affiliated Lender a pro rata portion of the purchase price of the Loans assigned pursuant to the Affiliated Lender Assignment and Assumption, which pro rata portion shall reflect the amount of Loans voided pursuant to subclause (1) above. The Administrative Agent shall not have any affirmative obligation to determine whether the Loans held by Affiliated Lenders exceed the 15% limit set forth in this clause (H). Any attempted assignment or transfer by a Lender to an Affiliated Lender that does not comply with the foregoing requirements in this Section 11.06(b)(vii) shall be null and void. All parties hereto acknowledge and agree that the Administrative Agent shall have no obligation or duty to monitor or track whether any Affiliated Lender has exceeded the 15% limit set forth in Section 11.06(b)(vii)(H). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 11.06, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including compliance with Section 3.01(e), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d).

Affiliated Lenders. Any Delayed Draw Term Lender may at (a) Subject to clause (b) below, each Non-Debt Fund Affiliate, in connection with any time(i) consent (or decision not to consent) to any amendment, assign all modification, waiver, consent or a portion of its rights and obligations other action with respect to Delayed Draw Term Loans under this Agreement any of the terms of any Loan Document or any departure by an Loan Party therefrom, (ii) other action on any matter related to a Person who is any Loan Document or will become, after such assignment, an Affiliated Lender (and a Delayed Draw Term Lender), in each case subject iii) direction to the following limitations: (i) Affiliated Lenders (A) will not receive information provided solely to Lenders by the any 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 (i), (ii) or (iii) of the first proviso of Section 9.08(b) or that adversely affects such Non-Debt Fund Affiliate in any material respect as compared to other Lenders, shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are not Non-Debt Fund Affiliates. Subject to clause (b) below, the Borrower and will each Non-Debt Fund Affiliate hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Non-Debt Fund Affiliate in any material respect as compared to other Lenders, shall seek (and each Non-Debt Fund Affiliate shall consent) to designate the vote of any Non-Debt Fund Affiliate and the vote of any Non-Debt Fund Affiliate with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be permitted counted. Subject to clause (b) below, each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate, 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 Non-Debt Fund Affiliate 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, (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 conference calls or meetings attended solely by the Lenders and the Agentin, other than the right to receive notices of prepayments and other administrative notices as a passive participant in respect or recipient of its Delayed Draw Term Loans required to be delivered to the Lenders pursuant to Article II or (Bpro rata benefits of) will not make any challenge 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), the Agent and the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Agentclaim, in its capacity as sucha Lender, against any Agent, the L/C Issuer or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents.

Affiliated Lenders. Any Delayed Draw Term Lender may at A. Each Affiliated Lender, in connection with any time(a) consent (or decision not to consent) to any amendment, assign all modification, waiver, consent or a portion of its rights and obligations other action with respect to Delayed Draw Term Loans under this Agreement any of the terms of any Loan Document, (b) other action on any matter related to a Person who is any Loan Document or will become(c) direction to Administrative Agent, after such assignment, an Affiliated Lender (and a Delayed Draw Term Lender), in each case subject to the following limitations: (i) Affiliated Lenders (A) will not receive information provided solely to Lenders by the Collateral Agent or any Lender and will 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 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 such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that no amendment, modification, 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 (it being understood that this proviso shall not be permitted construed to attend permit such Affiliated Lender to consent to any amendment, waiver, consent or participate other action to any Loan Document in conference calls or meetings attended solely by the Lenders and the Agent, other than the right to receive notices violation 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 subsection 10.1H). Each Affiliated Lender hereby irrevocably appoints Administrative Agent (Bsuch appointment being coupled with an interest) will not make any challenge to the Agent’s or any other as such Affiliated Lender’s attorney-client privilege on in-fact, with full authority in the basis place and stead 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), the Agent and the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which such Affiliated Lender (and in its capacity as such) 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 waive have any right to (a) attend (including by telephone) any meeting or discussions (or portion thereof) among Administrative Agent or any Lender to which representatives of Company are not then present, (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, except to the extent such information or materials have been made available to Company or its representatives, or (c) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any action in connection with such Loans against the Agentclaim, in its capacity as sucha Lender, against Administrative Agent, Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such agent or any other such Lender under the Loan Documents, provided that this clause (c) shall not bar a claim arising from the gross negligence or willful misconduct of any Lender, Administrative Agent or Collateral Agent as a result of its differential treatment of such Affiliated Lender compared to the other Lenders, other than as permitted by this Agreement.”

Affiliated Lenders. Any Delayed Draw Term Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw the Term Loans and the Term Loan Commitments under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender (and including any Affiliated Debt Fund) through (x) Dutch auctions open to all Lenders in accordance with procedures of the type described in Section 2.07(a)(iv) or (y) open market purchase on a Delayed Draw Term Lender)non-pro rata basis, in each case subject to the following limitations: (i) Affiliated Lenders (A) that are not Affiliated Debt Funds 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 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 Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or (B) will not make any challenge to the Agent’s or any other Lender’s attorney-client privilege on the basis of its status as a Delayed Draw Term LenderII; (ii) each Lender (other than any Affiliated Lender Lender) that purchases (A) sells any Delayed Draw Term Loans will clearly identify itself as to an Affiliated Lender (other than an Affiliated Debt Fund) pursuant to this clause (h) and (B) buys any Term Loan from any Affiliated Lender (other than an Affiliated Debt Fund) hereunder shall deliver to the Administrative Agent and the Borrower a Big Boy Letter; (iii) (A) the aggregate principal amount of Term Loans held at any one time by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25% of the aggregate outstanding principal amount of all Term Loans at the time of purchase or assignment (such percentage, the “Affiliated Lender Cap”), (B) unless otherwise agreed to in writing by the Required Lenders, regardless of whether consented to by the Administrative Agent or otherwise, no assignment which would result in Affiliated Lenders that are not Affiliated Debt Funds holding Term Loans with an aggregate principal amount in excess of the Affiliated Lender Cap, shall in either case be effective with respect to such excess amount of the Term Loans (and such excess assignment shall be and be deemed null and void); provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any Assignment losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and Acceptance executed disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this clause (i)(iv) or any purported assignment exceeding the Affiliated Lender Cap limitation or for any assignment being deemed null and void hereunder and (C) in the event of an acquisition pursuant to the last sentence of this clause (i) which would result in the Affiliated Lender Cap being exceeded, the most recent assignment to an Affiliated Lender or any Affiliated Debt Fund involved in such purchases or salesacquisition shall be unwound and deemed null and void to the extent that the Affiliated Lender Cap, would otherwise be exceeded; and (iiiiv) as a condition to each assignment pursuant to this subsection clause (ji), (A) the Agent and the Borrower Administrative Agent shall have been provided a notice in the form of Exhibit D-2 to this Agreement in connection with each assignment to an Affiliated Lender or an Affiliated Debt Fund or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant or an Affiliated Debt Fund, and (without limitation of the provisions of clause (iv) above) shall be under no obligation to record such assignment in the Register until three (3) Business Days after receipt of such notice and (B) 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 (i)(iv) of this Section 11.07). Each Affiliated Lender and each Affiliated Debt Fund agrees to notify the Administrative Agent promptly (and in its capacity any event within ten (10) Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Lender or an Affiliated Debt Fund. Such notice shall contain the type of information required and be delivered to the same addressee as such) shall waive any right to bring any action set forth in connection with such Loans against the Agent, in its capacity as suchExhibit D-2.

Affiliated Lenders. Any Delayed Draw Term Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an Affiliated Lender (and including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit K or (ii) open market purchase on a Delayed Draw Term Lender)non-pro rata basis, in each case subject to the following limitationslimitations 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 Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or II, (B) will not make any challenge receive the advice of counsel provided solely to the Agent’s Administrative Agent or any other Lender’s the Lenders, and (C) may not challenge the attorney-client privilege on between the basis of its status as a Delayed Draw Term LenderAdministrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) each the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender that purchases any Delayed Draw acquiring or disposing of Term Loans will clearly identify itself in such assignment that, as of the date of any such purchase or sale, it is not in possession of material non-public information with respect to the Borrower, its Subsidiaries or their respective securities 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% 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”), (B) unless otherwise agreed to in writing by the Required Facility Lenders, regardless of whether consented to by the Administrative Agent or otherwise, no assignment which would result in Affiliated Lenders that are not Affiliated Debt Funds holding Term Loans with an aggregate principal amount in excess of the Affiliated Lender Term Loan Cap, shall in either case be effective with respect to such excess amount of the Term Loans (and such excess assignment shall be and be deemed null and void); 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 Section 10.07(h)(iii) or any purported assignment exceeding the Affiliated Lender Term Loan Cap limitation or for any assignment being deemed null and void hereunder and (C) in the event of an acquisition pursuant to the last sentence of this clause (h) which would result in the Affiliated Lender Term Loan Cap being exceeded, the most recent assignment to an Affiliated Lender involved in any Assignment such acquisition shall be unwound and Acceptance executed in connection with such purchases or sales; anddeemed null and void to the extent that the Affiliated Lender Term Loan Cap, would otherwise be exceeded; (iiiiv) as a condition to each assignment pursuant to this subsection clause (jh), (A) the Agent and the Borrower Administrative Agent shall have been provided a notice in the form of Exhibit D-2 to this Agreement in connection with each assignment to an Affiliated Lender or an Affiliated Debt Fund or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which such or an Affiliated Lender Debt Fund, and (in its capacity as suchwithout limitation of the provisions of clause (iii) above) shall waive any right be under no obligation to bring any action record such assignment in connection with the Register until three Business Days after receipt of such Loans against notice and (B) the Agent, in its capacity as suchAdministrative Agent shall have consented to such assignment (which consent shall not be withheld unless the Administrative Agent reasonably believes that such assignment would violate Section 10.07(h)(iii)).

Affiliated Lenders. Any Delayed Draw Term Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term 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 (and including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit K or (ii) open market purchase on a Delayed Draw Term Lender)non-pro rata basis, in each case subject to the following limitationslimitations 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 Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or II, (B) will not make any challenge receive the advice of counsel provided solely to the Agent’s Administrative Agent or any other Lender’s the Lenders, and (C) may not challenge the attorney-client privilege on between the basis of its status as a Delayed Draw Term LenderAdministrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) each the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender that purchases any Delayed Draw acquiring or disposing of Term Loans will clearly identify itself in such assignment that, as of the date of any such purchase or sale, it is not in possession of material non-public information with respect to the Borrower, its Subsidiaries or their respective securities 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 30% 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”), (B) unless otherwise agreed to in writing by the Required Facility Lenders, regardless of whether consented to by the Administrative Agent or otherwise, no assignment which would result in Affiliated Lenders that are not Affiliated Debt Funds holding Term Loans with an aggregate principal amount in excess of the Affiliated Lender Term Loan Cap, shall in either case be effective with respect to such excess amount of the Term Loans (and such excess assignment shall be and be deemed null and void); 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 (h)(iii) or any purported assignment exceeding the Affiliated Lender Term Loan Cap limitation or for any assignment being deemed null and void hereunder and (C) in the event of an acquisition pursuant to the last sentence of this clause (h) which would result in the Affiliated Lender Term Loan Cap being exceeded, the most recent assignment to an Affiliated Lender involved in any Assignment such acquisition shall be unwound and Acceptance executed in connection with such purchases or salesdeemed null and void to the extent that the Affiliated Lender Term Loan Cap, would otherwise be exceeded; and (iiiiv) [reserved]; (v) as a condition to each assignment pursuant to this subsection clause (jh), (A) the Agent and the Borrower Administrative Agent shall have been provided a notice in the form of Exhibit D-2 to this Agreement in connection with each assignment to an Affiliated Lender or an Affiliated Debt Fund or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant or an Affiliated Debt Fund, and (without limitation of the provisions of clause (iii) above) shall be under no obligation to record such assignment in the Register until three Business Days after receipt of such notice and (B) 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 (h)(iii) of this Section 11.07). Each Affiliated Lender and each Affiliated Debt Fund agrees to notify the Administrative Agent promptly (and in its capacity any event within ten Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten Business Days) if it becomes an Affiliated Lender or an Affiliated Debt Fund. Such notice shall contain the type of information required and be delivered to the same addressee as such) shall waive any right to bring any action set forth in connection with such Loans against the Agent, in its capacity as suchExhibit D-2.

Affiliated Lenders. Any Delayed Draw Term Lender may at any time(a) Affiliated Lenders are permitted to hold Commitments as of the Closing Date, assign all to hold Loans until the Maturity Date and to accept assignments of Commitments or a portion of its rights and obligations Loans in accordance with respect to Delayed Draw Term Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender (and a Delayed Draw Term LenderSection 3.06(b), in each case subject to the following limitations: (i) Affiliated Lenders (A) 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 conference calls or meetings attended solely by the Lenders 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 Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or (B) will not make any challenge to the Agent’s or any other Lender’s attorney-client privilege on the basis of its status as a Delayed Draw Term LenderII; (ii) each Affiliated Lender that purchases (A) takes an assignment of any Delayed Draw Term Loan hereunder or (B) assigns any Loan hereunder shall represent and warrant to the assignee that it does not possess material non-public information with respect to the Company and its Subsidiaries or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information); provided that such representation shall not imply or otherwise constitute an acknowledgement or agreement that the Loans will clearly identify itself (or any interest therein) constitutes a “security” (as an defined in the Securities Act of 1933, as amended); (iii) (A) the aggregate principal amount of Loans held at any one time by Affiliated Lenders shall not exceed 12.5% of the aggregate Loans (such percentage, the “Affiliated Lender Cap”) and (B) in any the event of an acquisition pursuant to the last sentence of this clause (a) 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 Acceptance executed 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 such purchases any compliance or salesnon-compliance with this clause (a)(iii) or any purported assignment; and (iiiiv) as a condition to each assignment pursuant to this subsection clause (ja), the Agent and the Borrower Administrative Agent shall have been 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 11.15). Each Affiliated Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Lender. (b) Notwithstanding anything in Section 11.01 or the definition of “Required Lenders” or “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders or Required Lenders have (x) 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 Loan Party therefrom, or subject to Section 11.15(c) below, any plan of reorganization pursuant to the U.S. Bankruptcy Code, (y) otherwise acted on any matter related to any Loan Document, or (z) 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, 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 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 effect on other Lenders. (c) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Company or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Loans held by such Affiliated Lender in any 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 to the Loans held by it as the Administrative Agent directs; provided a notice that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with each assignment any plan of reorganization to an Affiliated Lender or a Person that upon the effectiveness extent any such plan of such assignment the assignee would constitute an Affiliated Lender pursuant reorganization proposes to which treat any Obligations held by such Affiliated Lender (in its capacity as such) shall waive a manner that is less favorable in any right material respect to bring any action in connection with such Loans against Affiliated Lender than the Agent, in its capacity as suchproposed treatment of similar Obligations held by Lenders that are not Affiliates of the Company.

Affiliated Lenders. Any Delayed Draw (i) Subject to Section 10.06(b)(vii), each Term Loan Lender may at any time, assign all or a any portion of its rights Loans hereunder to any Affiliated Lender that is an Eligible Assignee, but only if: (w) no Default or Event of Default has occurred or is continuing or could result therefrom, (x) the assigning Term Loan Lender and obligations the Affiliated Lender shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption and (y) after giving effect to such assignment, the aggregate principal amount of all Loans and Commitments owned or held by Affiliated Lenders shall not exceed the aggregate principal amount of all Loans and Commitments owned or held by Affiliated Lenders on the Closing Date (it being understood and agreed that in no event shall Affiliated Lenders hold any Loans or Commitments at any time in excess of the amount of such Loans or Commitments owned or held by Affiliated Lenders on the Closing Date). (ii) No Affiliated Lender shall have any right to (i) attend (including by telephone) any meeting, call or discussions (or portion thereof) among the Administrative Agent or any Term Loan Lender to which representatives of the Borrower are not then present, (ii) receive any information or material prepared by the Administrative Agent or any Term Loan Lender or any communication by or among the Administrative Agent and one or more Term Loan Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives, (iii) make or bring (other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Term Loan Lender, against the Administrative Agent (except with respect to Delayed Draw any rights expressly retained by such Affiliated Lender under the Loan Documents, which shall not be required to be waived), or (iv) receive advice of counsel to the Administrative Agent or any Term Loans under this Agreement Loan Lender (other than counsel to a Person who is or will become, after such assignment, an Affiliated Lender (and a Delayed Draw Term Lender), in each case subject to or challenge the following limitations: (i) Affiliated Lenders (A) will not receive information provided solely to Lenders by the Agent or any Lender and will not be permitted to 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 challenge to the Administrative Agent’s or any other Term Loan Lender’s attorney-client privilege privilege. (iii) Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Term Loan Lenders or all Term Loan 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 Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the basis Administrative Agent or any Term Loan Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, the Term Loans of such Affiliated Lender shall not be included in the calculation of Required Lenders (or to the extent any non-voting designation is deemed unenforceable for any reason, an Affiliated Lender shall be deemed to have voted its interest as a Term Loan Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Term Loans Lenders who are not Affiliated Lenders); provided that no amendment, modification, waiver, consent or other action with respect to any Loan Document shall increase the Commitments of such Affiliated Lender, extend the due dates for payments of interest and scheduled amortization (including at maturity) owed to any Affiliated Lender; reduce the amounts owing to any Affiliated Lender, or otherwise deprive such Affiliated Lender of any payment to which it is entitled under any Loan Document or otherwise require the express written consent of all Term Loan Lenders pursuant to Section 10.01, in each case without such Affiliated Lender providing its consent; provided, further, that any Affiliated Lender shall be permitted to vote on any matter that affects any Affiliated Lender in a disproportionately adverse manner as compared to other Term Loan Lenders. In furtherance of the foregoing, the Affiliated Lender agrees to execute and deliver to the Administrative Agent any instrument reasonably requested by the Administrative Agent or the Required Lenders to evidence the voting of its status interest as a Delayed Draw Term Loan Lender in accordance with the provisions of this Section 10.06(f); provided that if the Affiliated Lender fails to promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s or any Term Loan Lender;’s rights under this paragraph; provided, further, that in the case of any amendment, modification, waiver, consent or other action after giving effect to any voting nullification in respect of any Affiliated Lender, if such vote is sufficient to effectuate any amendment, modification, waiver, consent or other action, such Affiliated Lender shall be deemed to have voted affirmatively. (iiiv) each Each Affiliated Lender hereby agrees that purchases if a proceeding under any Delayed Draw Term Debtor Relief Law shall be commenced by or against the Borrower or any of its Subsidiaries, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Loans will clearly identify itself as an held by such Affiliated Lender in any Assignment and Acceptance executed manner in the sole discretion of the Required Lenders, unless the Administrative Agent (as directed by the Required Lenders) instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Loans held by it as the Administrative Agent (as directed by the Required Lenders) directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion in connection with any plan of reorganization to the extent any such purchases or sales; and (iii) as a condition plan of reorganization proposes to each assignment pursuant to this subsection (j), the Agent and the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which treat any Obligations held by such Affiliated Lender (solely in its capacity as such) shall waive any right in a disproportionately adverse manner to bring any action in connection with such Loans against Affiliated Lender than the Agent, in its capacity as suchproposed treatment of similar Obligations held by Term Loan Lenders that are not Affiliated Lenders.

Affiliated Lenders. Any Delayed Draw Term Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term 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 (and including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit L or (ii) open market purchase on a Delayed Draw Term Lender)non-pro rata basis, in each case subject to the following limitationslimitations 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, the Revolving Agent or any Lender except to the extent such materials are made available to the Borrowers and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, the Revolving Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or II, (B) will not make any challenge receive the advice of counsel provided solely to the Administrative Agent’s , the Revolving Agent or any other Lender’s the Lenders, and (C) may not challenge the attorney-client privilege on between 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)Administrative Agent, the Revolving Agent and counsel to the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Administrative Agent, in its capacity as such.the Revolving Agent or between the Lenders and counsel to the Lenders;

Affiliated Lenders. Any Delayed Draw Term Notwithstanding anything to the contrary contained herein, any Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement in respect of its Term Loans to a Person who is an Affiliated Lender pursuant to this subsection 10.1; provided that: (i) by its acquisition of Term Loans (whether pursuant to subsection 2.4D(vi), this subsection 10.1 or will become, after such assignmentotherwise), an Affiliated Lender shall be deemed to have acknowledged and agreed that: (and a Delayed Draw Term Lender), in each case subject a) it shall not have any right to the following limitations: (iv) Affiliated Lenders attend (Aincluding by telephone) will not receive information provided solely to Lenders by the any meeting or discussions (or portion thereof) among Administrative Agent or any Lender to which representatives of Company are not then present, (w) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and will not be permitted one or more Lenders, except to attend the extent such information or participate materials have been made available to Company or its representatives (and in conference calls or meetings attended solely by the Lenders and the Agentany case, 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 Section 2), (x) make or bring (Bor 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 Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of Administrative Agent or any other such Lender under the Loan Administrative Documents, other than a claim for payments in respect of its Term Loans owing to such Affiliated Lender under the Loan Documents, (y) may not direct Administrative Agent to take or refrain from taking any action under the Loan Documents, and (x) will not make any challenge be entitled to advice of counsel to the Agent’s or any other Lender’s Lenders and may not challenge attorney-client privilege on between Administrative Agent, the basis of its status as a Delayed Draw Term Lender; other Lenders and such counsel; (iib) each Affiliated Lender that purchases any Delayed Draw the Term Loans will clearly identify itself as held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote; provided that an Affiliated Lender will be permitted to vote in any Assignment and Acceptance executed matter which would result in connection with such purchases or sales; and (iii) as a condition to each assignment pursuant to this subsection (j), the Agent and the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute Obligations held by an Affiliated Lender pursuant being treated differently than other Lenders or Obligations held by other Lenders; and (c) if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Affiliated Lender shall consent) to which such provide that the vote of any Affiliated Lender (in its capacity as sucha Lender) with respect to any plan of reorganization of such Loan Party shall waive any right to bring any action in connection with not be counted except that such Loans against the Agent, Affiliated Lender’s vote (in its capacity as sucha Lender) may be counted to the extent any such plan or reorganization proposes to treat the Obligations held by such Affiliated Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of Company; (ii) 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 respect of Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in 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 subsection 10.1F; (iii) the aggregate amount of Term Loans held at any time by Affiliated Lenders shall not exceed 25% of all outstanding Term Loans at such time; and (iv) the aggregate amount of Term Loans held by Affiliated Lender shall not constitute more than 50% of the Lenders at any time.

Affiliated Lenders. Any Delayed Draw Term Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement to a Person who is any Affiliate of the Borrower (other the Borrower or will become, after such assignment, an Affiliated Lender (and a Delayed Draw Term Lender), in each case any of its Restricted Subsidiaries) subject to the following limitations: (i) Affiliated Lenders (A) 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 conference calls or 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 receive receives notices of or Borrowings, notices or prepayments and other administrative notices in respect of its Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or (B) will not make any challenge to the Agent’s or any other Lender’s attorney-client privilege on the basis of its status as a Delayed Draw Term LenderII; (ii) for purposes of any amendment, waiver or modification of any Loan Document (including such modifications pursuant to Section 10.01), or any plan of reorganization pursuant to the Bankruptcy Code, that in either case does not require the consent of each Affiliated Lender that purchases any Delayed Draw Term Loans will clearly identify itself as an or each affected Lender or does not adversely affect such Affiliated Lender in any Assignment material respect as compared to other Lenders, Affiliated Lenders will be deemed to have voted in the same proportion as the Lenders that are not Affiliated Lenders voting on such matter; and Acceptance executed 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 connection 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 10.06 and held at any one time by Affiliated Lenders may not exceed 20% of the original principal amount of all Term Loans on the Closing Date plus the original principal amount of all term loans made pursuant to an Incremental Term Loan; (v) except as previously disclosed in writing to the Administrative Agent and the Lenders, each Affiliated Lender represents and warrants as of the date of any assignment to such purchases Affiliated Lender pursuant to this Section 10.06, that the Affiliated Lender does not have any material non-public information (“MNPI”) with respect to the Borrower or salesits 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 (iiivi) as a condition to each assignment pursuant to this subsection (j), the Agent assigning Lender and the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon purchasing such Lender’s Term Loans shall execute and deliver to the effectiveness Administrative Agent an assignment agreement substantially in the form of such assignment the assignee would constitute Exhibit W hereto (an “Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Agent, in its capacity as suchAssignment and Assumption”).

Affiliated Lenders. Any Delayed Draw Term Lender may at (a) Subject to clause (b) below, each Non-Debt Fund Affiliate, in connection with any time(i) consent (or decision not to consent) to any amendment, assign all modification, waiver, consent or a portion of its rights and obligations other action with respect to Delayed Draw Term Loans under this Agreement any of the terms of any Loan Document or any departure by an Loan Party therefrom, (ii) other action on any matter related to a Person who is any Loan Document or will become, after such assignment, an Affiliated Lender (and a Delayed Draw Term Lender), in each case subject iii) direction to the following limitations: (i) Affiliated Lenders (A) will not receive information provided solely to Lenders by the any 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 (i), (ii) or (iii) of the first proviso of Section 9.08(b) or that adversely affects such Non-Debt Fund Affiliate in any material respect as compared to other Lenders, shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are not Non-Debt Fund Affiliates. Subject to clause (b) below, the Borrower and will each Non-Debt Fund Affiliate hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Non-Debt Fund Affiliate in any material respect as compared to other Lenders, shall seek (and each Non-Debt Fund Affiliate shall consent) to designate the vote of any Non-Debt Fund Affiliate and the vote of any Non-Debt Fund Affiliate with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be permitted counted. Subject to clause (b) below, each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate, 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 Non-Debt Fund Affiliate 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, (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 conference calls or meetings attended solely by the Lenders and the Agentin, other than the right to receive notices of prepayments and other administrative notices as a passive participant in respect or recipient of its Delayed Draw Term Loans required to be delivered to the Lenders pursuant to Article II or (Bpro rata benefits of) will not make any challenge 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), the Agent and the Borrower Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Agentclaim, in its capacity as sucha Lender, against any Agent, any L/C Issuer or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent, such L/C Issuer or any other such Lender under the Loan Documents.

Affiliated Lenders. Any Delayed Draw Term Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term 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 (and including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit L or (ii) open market purchase on a Delayed Draw Term Lender)non-pro rata basis, in each case subject to the following limitationslimitations 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 Borrowers 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 Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or II, (B) will not make any challenge receive the advice of counsel provided solely to the Agent’s Administrative Agent or any other Lender’s the Lenders, and (C) may not challenge the attorney-client privilege on between the basis of its status as a Delayed Draw Term LenderAdministrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) each the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender that purchases any Delayed Draw acquiring or disposing of Term Loans will clearly identify itself in such assignment that, as of the date of any such purchase or sale, it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities 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% 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”), (B) unless otherwise agreed to in writing by the Required Facility Lenders, regardless of whether consented to by the Administrative Agent or otherwise, no assignment which would result in Affiliated Lenders that are not Affiliated Debt Funds holding Term Loans with an aggregate principal amount in excess of the Affiliated Lender Term Loan Cap, shall in either case be effective with respect to such excess amount of the Term Loans (and such excess assignment shall be and be deemed null and void); 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 (h)(iii) or any purported assignment exceeding the Affiliated Lender Term Loan Cap limitation or for any assignment being deemed null and void hereunder and (C) in the event of an acquisition pursuant to the last sentence of this clause (h) which would result in the Affiliated Lender Term Loan Cap being exceeded, the most recent assignment to an Affiliated Lender involved in any Assignment such acquisition shall be unwound and Acceptance executed in connection with such purchases or salesdeemed null and void to the extent that the Affiliated Lender Term Loan Cap, would otherwise be exceeded; and (iiiiv) as Affiliated Lenders may not purchase Revolving Loans or Revolving Commitments. As a condition to each assignment pursuant to this subsection clause (jh), (A) the Agent and the Borrower Administrative Agent shall have been provided a notice in the form of Exhibit D-2 to this Agreement in connection with each assignment to an Affiliated Lender or an Affiliated Debt Fund or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant or an Affiliated Debt Fund, and (without limitation of the provisions of clause (iii) above) shall be under no obligation to record such assignment in the Register until three Business Days after receipt of such notice and (B) 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 (h)(iii) of this Section 11.07). Each Affiliated Lender and each Affiliated Debt Fund agrees to notify the Administrative Agent promptly (and in its capacity any event within ten Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten Business Days) if it becomes an Affiliated Lender or an Affiliated Debt Fund. Such notice shall contain the type of information required and be delivered to the same addressee as such) shall waive any right to bring any action set forth in connection with such Loans against the Agent, in its capacity as suchExhibit D-2.

Affiliated Lenders. Any Delayed Draw Term Lender may at any time(a) Notwithstanding anything to the contrary in this Agreement, assign all or a portion of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement to a Person who is or will become, after such assignment, an no Affiliated Lender (and a Delayed Draw Term Lender), in each case subject shall have any right to the following limitations: (i) Affiliated Lenders attend (Aincluding by telephone) will not receive information provided solely to Lenders by any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender and will to which representatives of the Loan Parties are not be permitted to attend invited, (ii) receive any information or participate in conference calls or meetings attended solely material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders (and their auditors, advisors and attorneys), except to the Agentextent such information or materials have been made available to any Loan Party or its representatives (and in any case, 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 2), or (Biii) will not make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any challenge to claim, in its capacity as a Lender, against the Agent’s Administrative Agent or any other Lender’s attorney-client privilege on Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the basis Loan Documents. (b) Notwithstanding anything in Section 11.1 or the definition of its status as a Delayed Draw “Required Lenders”, “Required Revolving Credit Lenders” or “Required Term Lender; Loan Lenders” to the contrary, for purposes of determining whether the Required Lenders, the Required Term Loan Lenders or the Required Revolving Credit Lenders have (i) 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 Loan Party therefrom, (ii) each Affiliated otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender that purchases to undertake any Delayed Draw action (or refrain from taking any action) with respect to or under any Loan Document, all Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, Required Revolving Lenders or Required Term Loans will clearly identify itself as an Affiliated Lender in Loan Lenders have taken any Assignment actions and Acceptance executed no Non-Debt Fund Affiliate shall be entitled to vote hereunder in connection with such purchases or salesLoans; andprovided, however, that the commitments of any Non-Debt Fund Affiliate shall not be increased, the due dates for payment of interest and scheduled amortization (including at maturity) owned to any Non-Debt Fund Affiliate will not be extended and the amounts owing to any such Non-Debt Fund Affiliate will not be reduced without the written consent of such Non-Debt Fund Affiliate. (iiic) as a condition to each assignment pursuant to this subsection (j)Additionally, the Agent Loan Parties and each Non-Debt Fund Affiliate hereby agree that if a case under Title 11 of the Borrower Agent United States Code is commenced against any Loan Party, such Loan Party shall have been provided a notice in connection with seek (and each assignment Non-Debt Fund Affiliate shall consent) to an Affiliated Lender or a Person provide that upon the effectiveness vote of such assignment the assignee would constitute an Affiliated Lender pursuant to which such Affiliated Lender any Non-Debt Fund Affiliate (in its capacity as sucha Lender) with respect to any plan of reorganization of such Loan Party shall waive any right to bring any action in connection with not be counted except that such Loans against the Agent, Non-Debt Fund Affiliate’s vote (in its capacity as sucha Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such Non-Debt Fund Affiliate in a manner that is less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. Each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may otherwise have), from time to time in the Administrative Agent’s discretion to vote such Non-Debt Fund Affiliate’s claims in the same proportion, for or against, as votes were cast on each matter by Lenders that are not Affiliated Lenders and take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this paragraph. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. WESTWOOD ONE, INC., AS BORROWER By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Officer GENERAL ELECTRIC CAPITAL CORPORATION AS ADMINISTRATIVE AGENT, L/C ISSUER, SWINGLINE LENDER AND LENDER By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Duly Authorized Signatory ING CAPITAL LLC, AS SYNDICATION AGENT AND LENDER By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director Period Ending Add-Back Amount (000s)* September 30, 2011 $ 23,804 December 31, 2011 $ 23,804 March 31, 2012 $ 20,494 June 30, 2012 $ 15,032 September 30, 2012 $ 7,786 December 31, 2012 $ 0 * The add-back for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio for clause (b)(xiii) of Consolidated EBITDA shall be $23,804,000. Period Ending Add-Back Amount (000s)* September 30, 2011 $ 1,744,000 December 31, 2011 $ 1,744,000 March 31, 2012 $ 1,476,000 June 30, 2012 $ 1,073,000 September 30, 2012 $ 537,000 December 31, 2012 $ 0 * The add back for Consolidated EBITDA for purposes of the Consolidated Closing Leverage Ratio for clause (b)(xiv) of Consolidated EBITDA shall be $1,744,000. NLC-Xxxxxxxxx, LLC NZS652468 12/17/2009 12/17/2010 $ 218,889 Xxxxx & McLennan Companies, Inc. NZS651048 11/20/2009 11/30/2010 $ 1,000,000 GENERAL ELECTRIC CAPITAL CORPORATION $ 12,500,000 $ 105,500,000 ING CAPITAL LLC $ 12,500,000 $ 49,500,000 None. None. None.

Affiliated Lenders. Any Delayed Draw Term Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term 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 (and including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit L or (ii) open market purchase on a Delayed Draw Term Lender)non-pro rata basis, in each case subject to the following limitationslimitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders 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 Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or II, (B) will not make any challenge receive the advice of counsel provided solely to the Agent’s Administrative Agent or any other Lender’s the Lenders, and (C) may not challenge the attorney-client privilege on between the basis of its status as a Delayed Draw Term LenderAdministrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) each the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender that purchases any Delayed Draw acquiring or disposing of Term Loans will clearly identify itself in such assignment that, as an of the date of any such purchase or sale, it is not in possession of material non-public information with respect to the Borrower, its Subsidiaries or their respective securities or (B) a statement by the applicable Affiliated Lender acquiring or disposing of Term Loans in any Assignment and Acceptance executed such assignment that it cannot make the representation set forth in connection with such purchases or sales; andthe foregoing clause (A); (iii) as a condition to each (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 pursuant to this subsection (j)such percentage, the Agent and the Borrower Agent shall have been provided a notice in connection with each assignment to an “Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Agent, in its capacity as such.Term Loan Cap”),

Affiliated Lenders. Any Delayed Draw Term Notwithstanding the foregoing, any Lender may at any time, sell or assign all or a portion of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender (and a Delayed Draw Term Lender), in each case subject to the following limitations: : (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment Agreement; (ii) Affiliated Lenders (A) will not (x) receive information provided solely to Lenders by the Administrative Agent or any Lender 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 Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or (By) will not make any challenge to the Agent’s or any other Lender’s attorney-client privilege of the Lenders or the Administrative Agent on the basis of its any such Affiliated Lender’s status as a Delayed Draw Term Lender; ; (iiiii) each Lender (other than any other Affiliated Lender Lender) that purchases assigns any Delayed Draw Term Loans will clearly identify itself as to an Affiliated Lender in shall deliver to the Administrative Agent and Parent a customary Big Boy Letter, or other documentation as may be agreed by Parent and the Administrative Agent; (iv) the aggregate principal amount of Loans held at any Assignment and Acceptance executed in connection with one time by Affiliated Lenders shall not exceed 25% of the original principal amount of all Loans at such purchases or sales; and time outstanding (iii) as a condition to each assignment pursuant to this subsection (j)such percentage, the Agent and “Affiliated Lender Cap”); provided that to the Borrower Agent shall have been provided a notice in connection with each extent any assignment to an Affiliated Lender or a Person that upon would result in the effectiveness aggregate principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such assignment the assignee would constitute an Affiliated Lender pursuant to which such Affiliated Lender (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Agent, in its capacity as such.excess amount will be void ab initio; and

Affiliated Lenders. Any Delayed Draw Term Lender Advances may at be purchased by and assigned to any time, assign all or a portion Affiliate of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement to a Person who is or will become, after such assignmentthe Borrower (each, an “Affiliated Lender Lender”, which shall be deemed to exclude Holdings, Intermediate, the Borrower and their respective Subsidiaries and any natural person) on a non-pro rata basis through (and a) open market purchases (which includes, for the avoidance of doubt, through privately negotiated transactions) and/or (b) Dutch auctions open to all Lenders on a Delayed Draw Term Lender)pro rata basis in accordance with customary procedures, in each case subject to the following limitations: case, so long as no Default or Event of Default has occurred; provided that (i) Affiliated Lenders (Ax) will shall not receive information provided solely to Lenders by the Agent or any Lender and will not be permitted to attend or participate in Lender-only conference calls or meetings attended solely by (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 receive the Agentadvice of counsel to the Administrative Agent or the Lenders and shall not, other than solely acting in its capacity as an Affiliated Lender, have the right to receive notices of prepayments and other administrative notices in respect of its Delayed Draw Term Loans required to be delivered to challenge the Lenders pursuant to Article II or (B) will not make any challenge to the Agent’s or any other Lender’s Lenders’ attorney-client privilege on the basis of its status as a Delayed Draw Term Lender; privilege, (ii) for purposes of any amendment, waiver or modification of the Loan Documents 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 that purchases as compared to other affected Lenders, Affiliated Lenders shall be deemed to have voted in the same proportion as non-affiliated Lenders voting on such matter, (iii) in connection with a plan of reorganization under any Delayed Draw Term Loans will clearly identify itself as insolvency proceeding, unless the plan of reorganization affects an Affiliated Lender in any Assignment and Acceptance executed in connection with such purchases or sales; and (iii) its capacity as a condition to each assignment pursuant to this subsection (j)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 one time by Affiliated Lenders shall not exceed 25% of the aggregate principal amount of all Advances outstanding at such time and (v) in no event shall there be more than one (1) Affiliated Lender holding Advances at any one time. Notwithstanding any other provision of this Section 9.07, the Affiliated Lenders may, at their option, contribute Advances to the Borrower Agent shall have been solely for the purpose of cancelling such Advances. Such contribution may include contributions made to the Borrower (whether through any of its direct or indirect parent entities or otherwise) in exchange for Indebtedness or Equity Interests of such parent entity or the Borrower that are otherwise permitted to be issued hereunder by such entity at such time; provided a notice in connection with each assignment to an Affiliated Lender or a Person that that, immediately upon the effectiveness of such assignment the assignee would constitute contribution of any Advance by an Affiliated Lender pursuant to which the Borrower, such Affiliated Lender (in its capacity as such) contributed Advance shall waive be automatically and permanently cancelled and shall thereafter no longer be outstanding for any right to bring any action in connection with such Loans against the Agent, in its capacity as suchpurpose hereunder.

Affiliated Lenders. Any Delayed Draw Term Lender may may, at any time, assign all or a portion of its rights and obligations with respect to Delayed Draw Term Loans under this Agreement to a Person who is any Affiliate of the Borrower (other the Borrower or will become, after such assignment, an Affiliated Lender (and a Delayed Draw Term Lender), in each case any of its Restricted Subsidiaries) subject to the following limitations: (i) Affiliated Lenders (A) 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 conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive receives notices of or Borrowings, notices or prepayments and other administrative notices in respect of its Delayed Draw Term Loans or Commitments required to be delivered to the Lenders pursuant to Article II or (B) will not make any challenge to the Agent’s or any other Lender’s attorney-client privilege on the basis of its status as a Delayed Draw Term LenderII; (ii) for purposes of any amendment, waiver or modification of any Loan Document (including such modifications pursuant to Section 10.01), or any plan of reorganization pursuant to the Bankruptcy Code, that in either case does not require the consent of each Affiliated Lender that purchases any Delayed Draw Term Loans will clearly identify itself as an or each affected Lender or does not adversely affect such Affiliated Lender in any Assignment material respect as compared to other Lenders, Affiliated Lenders will be deemed to have voted in the same proportion as the Lenders that are not Affiliated Lenders voting on such matter; and Acceptance executed 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 connection 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 such purchases or salesSection 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 10.06 and held at any one time by Affiliated Lenders may not exceed 20% of the original principal amount of all Term Loans on the Closing Date plus the original principal amount of all term loans made pursuant to an Incremental Term Loan; and (iiiv) except as a condition previously disclosed in writing to each assignment pursuant to this subsection (j), the Administrative Agent and the Borrower Agent shall have been provided a notice in connection with Lenders, each Affiliated Lender represents and warrants as of the date of any assignment to an Affiliated Lender or a Person that upon the effectiveness of such assignment the assignee would constitute an Affiliated Lender pursuant to which this Section 10.06, that the Affiliated Lender, has any material non-public information (“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 (in its capacity as such) shall waive any right to bring any action in connection with such Loans against the Agent, in its capacity as suchLender.