Common use of Affiliated Lenders Clause in Contracts

Affiliated Lenders. Notwithstanding the foregoing, any Lender may at any time, sell or assign all or a portion of its rights and obligations with respect to Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender, subject to the following limitations: (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment Agreement; (ii) Affiliated Lenders will not (x) receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II or (y) challenge the attorney-client privilege of the Lenders or the Administrative Agent on the basis of any such Affiliated Lender’s status as a Lender; (iii) each Lender (other than any other Affiliated Lender) that assigns any Loans to an Affiliated Lender shall deliver to the Administrative Agent and Parent a customary Big Boy Letter, or other documentation as may be agreed by Parent and the Administrative Agent; (iv) the aggregate principal amount of Loans held at any one time by Affiliated Lenders shall not exceed 25% of the original principal amount of all Loans at such time outstanding (such percentage, the “Affiliated Lender Cap”); provided that to the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio; and

Affiliated Lenders. Notwithstanding anything to the foregoingcontrary contained herein, any Lender may may, at any time, sell or assign all or a portion of its rights and obligations with respect to Loans under this Agreement in respect of its Term Loans to a Person who is or will become, after such assignment, an Affiliated Lender, subject Lender pursuant to the following limitationsthis subsection 10.1; provided that: (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s by its acquisition of Term Loans shall execute and deliver (whether pursuant to the Administrative Agent subsection 2.4D(vi), this subsection 10.1 or otherwise), an Affiliated Lender Assignment Agreement; shall be deemed to have acknowledged and agreed that: (iia) Affiliated Lenders will it shall not have any right to (xv) receive information provided solely to Lenders attend (including by the telephone) any meeting or discussions (or portion thereof) among Administrative Agent or any Lender to which representatives of Company are not then present, (w) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and will not be permitted one or more Lenders, except to attend the extent such information or participate materials have been made available to Company or its representatives (and in conference calls or meetings attended solely by the Lenders and the 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 II Section 2), (x) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of Administrative Agent or any other such Lender under the Loan Administrative Documents, other than a claim for payments in respect of its Term Loans owing to such Affiliated Lender under the Loan Documents, (y) may not direct Administrative Agent to take or refrain from taking any action under the Loan Documents, and (x) will not be entitled to advice of counsel to the Lenders and may not challenge the attorney-client privilege between Administrative Agent, the other Lenders and such counsel; (b) the Term Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote; provided that an Affiliated Lender will be permitted to vote in any matter which would result in an Affiliated Lender or the Obligations held by an Affiliated Lender being treated differently than other Lenders or Obligations held by other Lenders; and (c) if a case under Title 11 of the Lenders or United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Affiliated Lender shall consent) to provide that the Administrative Agent on the basis vote of any Affiliated Lender (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Affiliated Lender’s status vote (in its capacity as a Lender) may be counted to the extent any such plan or reorganization proposes to treat the Obligations held by such Affiliated Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of Company; (ii) each Affiliated Lender hereby irrevocably appoints Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this subsection 10.1F; (iii) each Lender (other than any other Affiliated Lender) that assigns any Loans to an Affiliated Lender shall deliver to the Administrative Agent and Parent a customary Big Boy Letter, or other documentation as may be agreed by Parent and the Administrative Agent; (iv) the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders shall not exceed 25% of the original principal amount of all outstanding Term Loans at such time outstanding time; and (such percentage, the “Affiliated Lender Cap”); provided that to the extent any assignment to an Affiliated Lender would result in iv) the aggregate principal amount of all Term Loans held by Affiliated Lender shall not constitute more than 50% of the Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio; andat any time.

Affiliated Lenders. Notwithstanding the foregoingAny Lender may, any Lender may at any time, sell or 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 LenderLender (including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit L or (ii) open market purchase on a non-pro rata basis, in each case subject to the following limitations: limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment Agreement; (ii) Such Affiliated Lenders (A) will not (x) receive information provided solely to Lenders by the Administrative Agent or any Lender except to the extent such materials are made available to the Borrowers and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II II, (B) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (yC) may not challenge the attorney-client privilege of the Lenders or between the Administrative Agent on the basis of any such Affiliated Lender’s status as a Lender; (iii) each Lender (other than any other Affiliated Lender) that assigns any Loans to an Affiliated Lender shall deliver and counsel to the Administrative Agent or between the Lenders and Parent counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a customary Big Boy Letterrepresentation by the applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment that, as of the date of any such purchase or other documentation as may be agreed sale, it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities or (B) a statement by Parent and the Administrative Agent; applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make the representation set forth in the foregoing clause (ivA); (iii) (A) the aggregate principal amount of Term Loans held at any one time by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25% of the original aggregate outstanding principal amount of all Term Loans at such the time outstanding 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 extent any 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 would result involved in such acquisition shall be unwound and deemed null and void to the aggregate principal amount of all Loans held by Affiliated Lenders exceeding extent that the Affiliated Lender Term Loan Cap, would otherwise be exceeded; and (iv) Affiliated Lenders may not purchase Revolving Loans or Revolving Commitments. 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 excess amount will assignment would constitute an Affiliated Lender or an Affiliated Debt Fund, and (without limitation of the provisions of clause (iii) above) shall be void ab initio; andunder 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. Notwithstanding the foregoingAny Lender may, any Lender may at any time, sell or assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an Affiliated LenderLender (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: limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment Agreement; (ii) Affiliated Lenders (A) will not (x) receive information provided solely to Lenders by the Administrative Agent or any Lender 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 II, (B) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (yC) may not challenge the attorney-client privilege of the Lenders or between the Administrative Agent on the basis of any such Affiliated Lender’s status as a Lender; (iii) each Lender (other than any other Affiliated Lender) that assigns any Loans to an Affiliated Lender shall deliver and counsel to the Administrative Agent or between the Lenders and Parent counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a customary Big Boy Letterrepresentation by the applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment that, as of the date of any such purchase or other documentation as may be agreed 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 Parent and the Administrative Agent; applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make the representation set forth in the foregoing clause (ivA); (iii) (A) the aggregate principal amount of Term Loans held at any one time by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25% of the original aggregate outstanding principal amount of all Term Loans at such the time outstanding of purchase or assignment (such percentage, the “Affiliated Lender Term Loan Cap”), (B) unless otherwise agreed to in writing by the Required Facility Lenders, regardless of whether consented to by the Administrative Agent or otherwise, no assignment which would result in Affiliated Lenders that are not Affiliated Debt Funds holding Term Loans with an aggregate principal amount in excess of the Affiliated Lender Term Loan Cap, shall in either case be effective with respect to such excess amount of the Term Loans (and such excess assignment shall be and be deemed null and void); provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this Section 10.07(h)(iii) or any purported assignment exceeding the Affiliated Lender Term Loan Cap limitation or for any assignment being deemed null and void hereunder and (C) in the event of an acquisition pursuant to the extent any 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 would result involved in such acquisition shall be unwound and deemed null and void to the aggregate principal amount of all Loans held by Affiliated Lenders exceeding extent that the Affiliated Lender Term Loan Cap, would otherwise be exceeded; (iv) 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 excess amount will assignment would constitute an Affiliated Lender or an Affiliated Debt Fund, and (without limitation of the provisions of clause (iii) above) shall be void ab initio; andunder 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 Section 10.07(h)(iii)).

Affiliated Lenders. Notwithstanding the foregoingAny Lender may, any Lender may at any time, sell or assign all or a portion of its rights and obligations with respect to the Term Loans and the Term Loan Commitments under this Agreement to a Person who is or will become, after such assignment, an Affiliated LenderLender (including any Affiliated Debt Fund) through (x) Dutch auctions open to all Lenders in accordance with procedures of the type described in Section 2.07(a)(iv) or (y) open market purchase on a non-pro rata basis, in each case subject to the following limitations: : (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment Agreement; (ii) Affiliated Lenders that are not Affiliated Debt Funds will not (x) receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II or II; (y) challenge the attorney-client privilege of the Lenders or the Administrative Agent on the basis of any such Affiliated Lender’s status as a Lender; (iiiii) each Lender (other than any other Affiliated Lender) that assigns (A) sells any Term Loans to an Affiliated Lender (other than an Affiliated Debt Fund) pursuant to this clause (h) and (B) buys any Term Loan from any Affiliated Lender (other than an Affiliated Debt Fund) hereunder shall deliver to the Administrative Agent and Parent the Borrower a customary Big Boy Letter, or other documentation as may be agreed by Parent and the Administrative Agent; ; (iviii) (A) the aggregate principal amount of Term Loans held at any one time by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25% of the original aggregate outstanding principal amount of all Term Loans at such the time outstanding of purchase or assignment (such percentage, the “Affiliated Lender Cap”), (B) unless otherwise agreed to in writing by the Required Lenders, regardless of whether consented to by the Administrative Agent or otherwise, no assignment which would result in Affiliated Lenders that are not Affiliated Debt Funds holding Term Loans with an aggregate principal amount in excess of the Affiliated Lender Cap, shall in either case be effective with respect to such excess amount of the Term Loans (and such excess assignment shall be and be deemed null and void); provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any 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 (i)(iv) or any purported assignment exceeding the Affiliated Lender Cap limitation or for any assignment being deemed null and void hereunder and (C) in the event of an acquisition pursuant to the extent any last sentence of this clause (i) which would result in the Affiliated Lender Cap being exceeded, the most recent assignment to an Affiliated Lender would result or any Affiliated Debt Fund involved in such acquisition shall be unwound and deemed null and void to the aggregate principal amount of all Loans held by Affiliated Lenders exceeding extent that the Affiliated Lender Cap, would otherwise be exceeded; and (iv) as a condition to each assignment pursuant to this clause (i), (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 excess amount will assignment would constitute an Affiliated Lender or an Affiliated Debt Fund, and (without limitation of the provisions of clause (iv) above) shall be void ab initio; andunder no obligation to record such assignment in the Register until three (3) Business Days after receipt of such notice and (B) the Administrative Agent shall have consented to such assignment (which consent shall not be withheld unless the Administrative Agent reasonably believes that such assignment would violate clause (i)(iv) of this Section 11.07). Each Affiliated Lender and each Affiliated Debt Fund agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Lender or an Affiliated Debt Fund. Such notice shall contain the type of information required and be delivered to the same addressee as set forth in Exhibit D-2.

Affiliated Lenders. Notwithstanding the foregoingAny Lender may, any Lender may at any time, sell or 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 LenderLender (including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit L or (ii) open market purchase on a non-pro rata basis, in each case subject to the following limitations: limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment Agreement; (ii) Such Affiliated Lenders (A) will not (x) receive information provided solely to Lenders by the Administrative Agent, the Revolving Agent or any Lender except to the extent such materials are made available to the Borrowers and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, the Revolving Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans or Commitments required to be delivered to Lenders pursuant to Article II II, (B) will not receive the advice of counsel provided solely to the Administrative Agent, the Revolving Agent or the Lenders, and (yC) may not challenge the attorney-client privilege of the Lenders or between the Administrative Agent, the Revolving Agent on the basis of any such Affiliated Lender’s status as a Lender; (iii) each Lender (other than any other Affiliated Lender) that assigns any Loans to an Affiliated Lender shall deliver and counsel to the Administrative Agent and Parent a customary Big Boy Letter, or other documentation as may be agreed by Parent and the Administrative Agent; (iv) the aggregate principal amount of Loans held at any one time by Affiliated Lenders shall not exceed 25% of the original principal amount of all Loans at such time outstanding (such percentage, the “Affiliated Lender Cap”); provided that Revolving Agent or between the Lenders and counsel to the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio; andLenders;

Affiliated Lenders. Notwithstanding the foregoingAny Lender may, any Lender may at any time, sell or 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 LenderLender (including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit L or (ii) open market purchase on a non-pro rata basis, in each case subject to the following limitations: limitations applicable to Affiliated Lenders that are not Affiliated Debt Funds: (i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment Agreement; (ii) Such Affiliated Lenders (A) will not (x) 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 II, (B) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and (yC) may not challenge the attorney-client privilege of the Lenders or between the Administrative Agent on the basis of any such Affiliated Lender’s status as a Lender; (iii) each Lender (other than any other Affiliated Lender) that assigns any Loans to an Affiliated Lender shall deliver and counsel to the Administrative Agent or between the Lenders and Parent counsel to the Lenders; (ii) the Assignment and Assumption will include either (A) a customary Big Boy Letterrepresentation by the applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment that, as of the date of any such purchase or other documentation as may be agreed 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 Parent and the Administrative Agent; applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make the representation set forth in the foregoing clause (ivA); (A) the aggregate principal amount of Term Loans held at any one time by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25% of the original aggregate outstanding principal amount of all Term Loans at such the time outstanding 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 extent any 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 would result involved in such acquisition shall be unwound and deemed null and void to the aggregate principal amount of all Loans held by Affiliated Lenders exceeding 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 excess amount will assignment would constitute an Affiliated Lender or an Affiliated Debt Fund, and (without limitation of the provisions of clause (iii) above) shall be void ab initio; andunder 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.