Common use of Affiliated Lenders Clause in Contracts

Affiliated Lenders. Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an Affiliated Lender (including any 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 non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders (A) will not receive information provided solely to Lenders by the Administrative Agent or any Lender except to the extent such materials are made available to the Borrower and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II, (B) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender acquiring or disposing of Term Loans 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2.

Affiliated Lenders. Any Lender may, at any time, assign all Assignments to or a portion of its rights and obligations with respect to Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, from an Affiliated Lender (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 non-pro rata basis, in each case shall be subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Fundsadditional 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) Such 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 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 of the Lenders and the Administrative Agent, (other than the right to receive notices of Borrowings and prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II, (B) and will not receive be permitted to attend or participate in any meeting not attended by the advice Borrowers; (G) No Affiliate Lender shall have any right to make or bring (or participate in, other than as a passive participant in or recipient of counsel provided solely to the its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated any other Lender acquiring or disposing of Term Loans 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 any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the BorrowerLoan Documents; and (H) After giving effect to any such assignment, its Subsidiaries or their respective securities or (B) a statement by the applicable if Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make the representation set forth Lenders shall, 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 aggregate, own 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 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 Term Loan Capa pro rata portion of the purchase price of the Loans assigned pursuant to the Affiliated Lender Assignment and Assumption, which pro rata portion shall in either case be effective with respect to such excess reflect the amount of Loans voided pursuant to subclause (1) above. The Administrative Agent shall not have any affirmative obligation to determine whether the Term Loans held by Affiliated Lenders exceed the 15% limit set forth in this clause (and such excess 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 and be deemed null and void); provided that each of the . All parties hereto agrees acknowledge and acknowledges agree that the Administrative Agent shall not be liable for have no obligation or duty to monitor or track whether 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 has exceeded the 15% limit set forth in Section 11.06(b)(vii)(H). Subject to acceptance 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) recording thereof by the Administrative Agent shall have been provided a notice in the form of Exhibit D-2 pursuant to this Agreement in connection with each assignment to an Affiliated Lender or an Affiliated Debt Fund or a Person that upon effectiveness of such assignment would constitute an Affiliated Lender or an Affiliated Debt Fund, and subsection (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)(iiic) of this Section 11.0711.06, 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). Each Affiliated Lender and each Affiliated Debt Fund agrees to notify the Administrative Agent promptly (and in any event within ten Business Days) if it acquires any Person who is also a Lender, and each the assigning 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 thereunder shall, to the same addressee 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 set forth a sale by such Lender of a participation in Exhibit D-2such rights and obligations in accordance with Section 11.06(d).

Affiliated Lenders. Any Subject to clause (b) below, each Lender maywho is the Sponsor or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), at 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 Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will becomeany of the terms of any Loan Document, after such assignment, an Affiliated Lender (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 other action on a non-pro rata basis, in each case subject any matter related to the following limitations applicable any Loan Document or (iii) direction 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 undertake any action (or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II, (Brefrain from taking any action) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender acquiring or disposing of Term Loans 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 Borroweror under any Loan Document, its Subsidiaries agrees that, except with respect to any amendment, modification, waiver, consent or their respective securities other action described in clause (a), (b) or (Bc) a statement by of the applicable first proviso of Section 11.01 or that adversely affects such Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make any material respect as compared to other Lenders, the representation set forth in the foregoing clause (A); (iii) (A) the aggregate principal amount of Term Loans held by all an Affiliated Lenders Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that are 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 Affiliated Debt Funds Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not exceed 30% of the aggregate outstanding principal amount of all Term Loans at the time of purchase or assignment be counted. Subject to clause (such percentageb)(iii) below, the “each Affiliated Lender Term Loan Cap”), (B) unless otherwise agreed to in writing by the Required Facility Lenders, regardless of whether consented to by hereby irrevocably appoints the Administrative Agent or otherwise, no assignment which would result in Affiliated Lenders that are not Affiliated Debt Funds holding Term Loans (such appointment being coupled with an aggregate principal amount interest) as such Affiliated Lender’s attorney-in-fact, with full authority in excess the place and stead of the such Affiliated Lender Term Loan Capand in the name of such Affiliated Lender, shall from time to time in either case be effective with respect the Administrative Agent’s discretion to such excess amount of the Term Loans (take any action and such excess assignment shall be and be deemed null and void); provided that each of the parties hereto agrees and acknowledges to execute any instrument 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 may deem reasonably necessary to carry out 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 provisions 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (ha), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2.

Affiliated Lenders. Any Lender may(a) Subject to clause (b) below, at 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 Loans any of the terms of any Loan Document or any departure by an Loan Party therefrom, (ii) other action on any matter related to any Loan Document or (iii) direction to any Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, 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 Commitments each Non-Debt Fund Affiliate hereby agrees that if a case under this Agreement 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 (including under Incremental Term Facilitiesand each Non-Debt Fund Affiliate shall consent) to a Person who is 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 will becomeany Affiliate of the Borrower shall not be counted. Subject to clause (b) below, after each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such assignmentappointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, an Affiliated Lender 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 (including a). (b) Notwithstanding anything to the contrary in this Agreement, no Non-Debt Fund Affiliate shall have any Affiliated Debt Fund) through right to (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit K attend (including by telephone) any meeting or discussions (iior portion thereof) open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders (A) will not receive information provided solely to Lenders by 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 are have been made available to the Borrower and will not be permitted to attend or its representatives, or (iii) make or bring (or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agentin, other than the right to receive notices of prepayments and other administrative notices as a passive participant in respect or recipient of its Term Loans pro rata benefits of) any claim, in its capacity as a Lender, against any Agent, the L/C Issuer or Commitments required to be delivered to Lenders pursuant to Article II, (B) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated any other Lender acquiring or disposing of Term Loans 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 any duties or their respective securities obligations or (B) a statement by the applicable Affiliated Lender acquiring alleged duties or disposing obligations 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 any other such Lender under 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2Documents.

Affiliated Lenders. Any Lender may(a) Subject to clause (b) below, at each Affiliated Lender, 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 Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will becomeany of the terms of any Loan Document, after such assignment, an Affiliated Lender (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 other action on a non-pro rata basis, in each case subject any matter related to the following limitations applicable any Loan Document or (iii) direction 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 to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (a), (b) or (c) of the first proviso of Section 10.01 or that adversely affects such Affiliated Lender in any material respect differently than other Lenders, the Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender 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 Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. (b) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (i) attend (including by telephone) any meeting or 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 are have been made available to the Borrower and will not be permitted to attend or its representatives or (iii) make or bring (or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agentin, other than the right to receive notices of prepayments and other administrative notices as a passive participant in respect or recipient of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article IIpro rata benefits of) any claim, (B) will not receive the advice of counsel provided solely to the in its capacity as a Lender, against Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated any other Lender acquiring or disposing of Term Loans 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 any duties or their respective securities obligations or (B) a statement by the applicable Affiliated Lender acquiring alleged duties or disposing obligations 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 any other such Lender under 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2Documents.

Affiliated Lenders. Any (i) Subject to Section 10.06(b)(vii), each Term Loan Lender may, at any time, may 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 with respect 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 under this Agreement 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 (including under Incremental Term Facilitiesit 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) to a Person who is or will become, after such assignment, an No Affiliated Lender (including shall have any Affiliated Debt Fund) through right to (i) Dutch auctions open attend (including by telephone) any meeting, call or discussions (or portion thereof) among the Administrative Agent or any Term Loan Lender to all Lenders in accordance with which representatives of the procedures set forth on Exhibit K or Borrower are not then present, (ii) open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders (A) will not receive any information provided solely to Lenders 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 are have been made available to the Borrower and will 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 any rights expressly retained by such Affiliated Lender under the Loan Documents, which shall not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article IIwaived), or (Biv) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and any Term Loan Lender (other than counsel to an Affiliated Lender), or challenge the Lenders;Administrative Agent’s or any Term Loan Lender’s attorney-client privilege. (iiiii) Notwithstanding anything in Section 10.01 or the Assignment and Assumption will include either 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 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 representation 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 applicable Administrative Agent or the Required Lenders to evidence the voting of its interest as a Term Loan Lender in accordance with the provisions of this Section 10.06(f); provided that if the Affiliated Lender acquiring or disposing of Term Loans fails to promptly execute such instrument such failure shall in such assignment that, as no way prejudice any of the date 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 purchase vote is sufficient to effectuate any amendment, modification, waiver, consent or saleother action, it is not in possession such Affiliated Lender shall be deemed to have voted affirmatively. (iv) Each Affiliated Lender hereby agrees that if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any of material non-public information its Subsidiaries, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender 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 such Affiliated Lender in any 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 plan of reorganization proposes to treat any Obligations held by such Affiliated Lender (solely in its capacity as such) in a disproportionately adverse manner to such Affiliated Lender than the proposed treatment of similar Obligations held by Term Loan 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2.

Affiliated Lenders. Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an Affiliated Lender (including any 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 non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders (A) will not receive information provided solely to Lenders by the Administrative Agent or any Lender except to the extent such materials are made available to the Borrower and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II, (B) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender acquiring or disposing of Term Loans 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 such acquisition shall be unwound and deemed null and void to the extent that the Affiliated Lender Term Loan Cap, would otherwise be exceeded;; and (iv) Affiliated Lenders may not purchase Revolving Loans or Revolving Commitments; and[reserved]; (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2.

Affiliated Lenders. Any (A) Revolving Credit Commitments and Revolving Loans may not be assigned to any Buyback Party (in each case, other than Debt Fund Affiliates), and no Buyback Party (other than Debt Fund Affiliates) shall be permitted to purchase any Revolving Credit Commitments or Revolving Loans. (B) No proceeds of Revolving Credit Commitments or Revolving Loans may be used to effect any permitted assignments or purchase any Term Loans. (C) Buyback Parties may (but are not required to) acquire Term Loans through Auctions or open-market purchases, in either case conducted pursuant to Section 1.21 as if it were a Buyback Party thereunder, subject, in each case, to the following limitations: (D) (i) (A) Loans owned or held by any Affiliated Lenders (other than Debt Fund Affiliates) shall be disregarded in the determination of any Required Lender may, at vote (whether or not Holdings or any time, assign all or a portion of its rights Subsidiaries is subject to any proceedings described in clause (j) or (k) of Section 9.1 hereof) and obligations for such votes shall be deemed to be voted pro rata with the Loans and Commitments voted by non-Affiliated Lenders and Debt Fund Affiliates and (B) Loans and Commitments owned or held by Debt Fund Affiliates shall not account for more than 49.9% of the amounts included in determining whether the Required Lenders have (i) consented to any amendment, modification, waiver, consent or other action with respect to Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is any of the terms of any Loan Document or will becomeany departure by any Loan Party therefrom, after such assignment, an Affiliated Lender (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 otherwise acted on a non-pro rata basis, in each case subject any matter related to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: any Loan Document or (iiii) Such Affiliated Lenders (A) will not receive information provided solely to Lenders by directed or required 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 undertake any action (or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II, (Brefrain from taking any action) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender acquiring or disposing of Term Loans 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)under any Loan Document; (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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2.

Affiliated Lenders. Any Lender may(a) Notwithstanding anything to the contrary in this Agreement, at any time, assign all or a portion of its rights and obligations with respect to Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an no Affiliated Lender (including shall have any Affiliated Debt Fund) through right to (i) Dutch auctions open attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to all Lenders in accordance with which representatives of the procedures set forth on Exhibit K or Loan Parties are not invited, (ii) open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders (A) will not receive any information provided solely to Lenders or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders (and their auditors, advisors and attorneys), except to the extent such information or materials are have been made available to the Borrower any Loan Party or its representatives (and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agentany case, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II2), or (Biii) will not receive the advice make or bring (or participate in, other than as a passive participant in or recipient of counsel provided solely to its pro rata benefits of) any claim, in its capacity as a Lender, against the 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. (b) Notwithstanding anything in Section 11.1 or the definition of “Required Lenders”, “Required Revolving Credit Lenders” or “Required Term Loan Lenders” to the contrary, for purposes of determining whether the Required Lenders, and the Required Term Loan Lenders or the Required Revolving Credit Lenders have (Ci) may consented (or not challenge consented) to any amendment, modification, waiver, consent or other action with respect to any of the attorney-client privilege between the Administrative Agent and counsel terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or between any Lender to undertake any 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 Loan Lenders have taken any actions and no Non-Debt Fund Affiliate shall be entitled to vote hereunder in connection with such Loans; provided, 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. (c) Additionally, the Loan Parties and each Non-Debt Fund Affiliate hereby agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Non-Debt Fund Affiliate shall consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity as a 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 counsel take any action and to execute any instrument that the Lenders; (ii) Administrative Agent may deem reasonably necessary to carry out the Assignment and Assumption will include either (A) a representation provisions of this paragraph. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment thattheir 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 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 Consolidated Closing Leverage Ratio for clause (Ab)(xiii) of Consolidated EBITDA shall be $23,804,000. Period Ending Add-Back Amount (000s); (iii) (A) the aggregate principal amount of Term Loans held by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed * 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 aggregate outstanding principal amount Consolidated Closing Leverage Ratio for clause (b)(xiv) 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 Consolidated EBITDA 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$1,744,000. NLC-Xxxxxxxxx, damagesLLC NZS652468 12/17/2009 12/17/2010 $ 218,889 Xxxxx & McLennan Companies, 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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)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. Each Affiliated Lender and each Affiliated Debt Fund agrees to notify the Administrative Agent promptly (and in 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 FundNone. Such notice shall contain the type of information required and be delivered to the same addressee as set forth in Exhibit D-2None.

Affiliated Lenders. Any Lender may(a) Subject to clause (b) below, at 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 Loans any of the terms of any Loan Document or any departure by an Loan Party therefrom, (ii) other action on any matter related to any Loan Document or (iii) direction to any Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, 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 Commitments each Non-Debt Fund Affiliate hereby agrees that if a case under this Agreement 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 (including under Incremental Term Facilitiesand each Non-Debt Fund Affiliate shall consent) to a Person who is 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 will becomeany Affiliate of the Borrower shall not be counted. Subject to clause (b) below, after each Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such assignmentappointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact, an Affiliated Lender 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 (including a). (b) Notwithstanding anything to the contrary in this Agreement, no Non-Debt Fund Affiliate shall have any Affiliated Debt Fund) through right to (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit K attend (including by telephone) any meeting or discussions (iior portion thereof) open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders (A) will not receive information provided solely to Lenders by 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 are have been made available to the Borrower and will not be permitted to attend or its representatives, or (iii) make or bring (or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agentin, other than the right to receive notices of prepayments and other administrative notices as a passive participant in respect or recipient of its Term Loans pro rata benefits of) any claim, in its capacity as a Lender, against any Agent, any L/C Issuer or Commitments required to be delivered to Lenders pursuant to Article II, (B) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated any other Lender acquiring or disposing of Term Loans 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 Borrowerany duties or obligations or alleged duties or obligations of such Agent, 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) L/C Issuer or any purported assignment exceeding other such Lender under 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2Documents.

Affiliated Lenders. Any Lender mayNotwithstanding anything in the Agreement or any other Loan Documents to the contrary, at any time, assign all or a portion of its rights and obligations with respect to any Loans and Commitments under this at any time held by an Affiliated Lender, such Affiliated Lender shall have no right whatsoever, in its capacity as a Lender with respect to such Loans then held by such Affiliated Lender, whether or not the Borrower is subject to a bankruptcy or other insolvency proceeding, so long as such Lender is an Affiliated Lender, to (a) consent to any amendment, modification, waiver, consent or other action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Agent by the Required Lenders pursuant to, any of the terms of the Agreement or any other Loan Documents; provided that the Agent shall automatically deem any Loans held by such Affiliated Lender to be voted pro rata according to the Loans of all other Lenders in the aggregate (other than any Affiliated Lenders) in connection with any such amendment, modification, waiver, consent, other action or direction (including all voting and consent rights arising out of any bankruptcy or other insolvency proceedings (except for voting on any plan of reorganization or refraining from voting on any plan of reorganization, in which case the Agent shall vote or refrain from voting such Loans of such Affiliated Lender in its sole discretion)); provided, further, that no such amendment, modification, waiver, consent, other action or direction referred to above shall deprive such Affiliated Lender of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under Incremental Term Facilities) to a Person who is or will becomethe Loan Documents and provided, after such assignment, further that an Affiliated Lender (including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with shall have the procedures set forth on Exhibit K or (ii) open market purchase on a non-pro rata basisright, in each case subject its capacity as a Lender, to consent to any amendment, modification, waiver, consent or other action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the following limitations applicable Agent regarding, any matter that requires the consent of each Lender or each affected Lender or adversely affects such Affiliated Lender disproportionately in any material respect as compared to Affiliated Lenders that are not Affiliated Debt Funds: other Lenders; (ib) Such Affiliated Lenders (A) will not receive information provided solely to Lenders by the Administrative require any Agent or other Lender to undertake any Lender except to the extent such materials are made available to the Borrower and will not be permitted to attend action (or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II, (Brefrain from taking any action) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated Lender acquiring or disposing of Term Loans 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 Agreement or their respective securities or any other Loan Documents (B) a statement other than to require the Agent to distribute any payments received by it from the applicable Borrower to which such Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make is entitled pursuant to 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% terms 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”Documents), (Bc) unless otherwise agreed to attend any meeting (live or by any electronic means) in writing by the Required Facility Lenders, regardless of whether consented to by the Administrative such Affiliated Lender’s capacity as a Lender with any 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 other Lender Term Loan Cap, shall in either case be effective with respect to such excess amount of the Term Loans or receive any information from any Agent or other Lender or (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)(iiid) 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 have access 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2Platform.

Affiliated Lenders. Any (a) Subject to clause (b) below, each Lender maywho is the Sponsor or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), at 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 Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will becomeany of the terms of any Loan Document, after such assignment, an Affiliated Lender (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 other action on a non-pro rata basis, in each case subject any matter related to the following limitations applicable any Loan Document or (iii) direction 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 to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (a), (b) or (c) of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender 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 Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the 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, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a). (b) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (i) attend (including by telephone) any meeting or 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 are have been made available to the Borrower and will not be permitted to attend or its representatives, or (iii) make or bring (or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agentin, other than the right to receive notices of prepayments and other administrative notices as a passive participant in respect or recipient of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article IIpro rata benefits of) any claim, (B) will not receive the advice of counsel provided solely to the in its capacity as a Lender, against Administrative Agent or the Lenders, and (C) may not challenge the attorney-client privilege between the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a representation by the applicable Affiliated any other Lender acquiring or disposing of Term Loans 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 any duties or their respective securities obligations or (B) a statement by the applicable Affiliated Lender acquiring alleged duties or disposing obligations 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 any other such Lender under 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 such acquisition shall be unwound and 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 Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2Documents.

Affiliated Lenders. Any Lender may(i) Notwithstanding anything in this Section 10.5 or the definition of “Required Lenders” to the contrary, at for purposes of determining whether the Required Lenders have (x) consented (or not consented) to any timeamendment, assign all modification, waiver, consent or a portion of its rights and obligations other action with respect to Loans and Commitments under this Agreement any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 10.5(f)(ii), any plan of reorganization pursuant to the U.S. Bankruptcy Code, (including under Incremental Term Facilitiesy) otherwise acted on any matter related to a Person who is or will becomeany Loan Document, after such assignment, an Affiliated Lender (including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit K or (iiz) open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders (A) will not receive information provided solely to Lenders by directed or required the Administrative Agent or any Lender except to the extent such materials are made available undertake any action (or refrain from taking any action) with respect 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 Agentunder any Loan Document, other than the no Affiliated Lender shall have any right to receive notices of prepayments and other administrative notices in respect of its Term Loans consent (or Commitments required to be delivered to Lenders pursuant to Article IInot consent), (B) will not receive the advice of counsel provided solely to otherwise act or direct or require the Administrative Agent or the Lendersany Lender to take (or refrain from taking) any such action, and (C) may all Loans held by any Affiliated Lenders shall be deemed to be not challenge outstanding for all purposes of calculating whether the attorney-client privilege between Required Lenders or all Lenders have taken any actions, except that no amendment, modification or waiver of any Loan Document shall, without the Administrative Agent and counsel consent of the applicable Affiliated Lender, deprive any Affiliated Lender of its Pro Rata Share of any payment to which all Lenders are entitled or affect an Affiliated Lender in a manner that is disproportionate to the Administrative Agent or between the Lenders and counsel to the Lenders;effect on any Lender that is not an Affiliated Lender. (ii) Notwithstanding anything in this Agreement or the Assignment and Assumption will include either (A) a representation by other Loan Documents to the applicable contrary, each Affiliated Lender acquiring hereby agrees that (and each Affiliated Lender Assignment Agreement shall provide a confirmation that) if a proceeding under any bankruptcy, reorganization or disposing insolvency case or proceeding shall be commenced by or against Parent 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 Term Loans in such assignment that, as of the date of any such purchase or sale, it is not in possession of material non-public information Affiliated Lender 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 such Affiliated Lender in a manner such that all Affiliated Lenders will be deemed to vote in the same proportion as 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 unless the Administrative Agent or otherwiseinstructs such Affiliated Lender to vote, no assignment in which would result case such Affiliated Lender shall vote with respect to the Loans held by it in order to provide that all Affiliated Lenders will be deemed to vote in the same proportion as 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)Lenders; provided that each such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction 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 Agent) 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 plan 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 such acquisition shall be unwound and deemed null and void reorganization to the extent that the Affiliated Lender Term Loan Cap, would otherwise be exceeded; (iv) Affiliated Lenders may not purchase Revolving Loans or Revolving Commitments; and (v) as a condition to each assignment pursuant to this clause (h), (A) the Administrative Agent shall have been provided a notice in the form any such plan 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 effectiveness of such assignment would constitute an Affiliated Lender 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 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 set forth in Exhibit D-2.reorganization 105