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 L 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 25.00% of the aggregate outstanding principal amount of all Term Loans at the time of purchase or assignment (such percentage, the “Affiliated Lender Term Loan Cap”),

Affiliated Lenders. 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 L 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 Lenders (A) will not receive information provided solely to Lenders by the Administrative Agent, the Revolving Agent or any Lender except to the extent such materials are made available to the Borrower 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, , (B) will not receive the advice of counsel provided solely to the Administrative Agent, the Revolving Agent or the Lenders, and and (C) may not challenge the attorney-client privilege between the Administrative Agent, the Revolving Agent and counsel to the Administrative Agent, the Revolving 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 25.00% of the aggregate outstanding principal amount of all Term Loans at the time of purchase or assignment (such percentage, the “Affiliated Lender Term Loan Cap”),

Affiliated Lenders. 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 L 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 II, 2), 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 25.00% * 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 percentageConsolidated EBITDA shall be $1,744,000. NLC-Xxxxxxxxx, the “Affiliated Lender Term Loan Cap”),LLC NZS652468 12/17/2009 12/17/2010 $ 218,889 Xxxxx & McLennan Companies, Inc. NZS651048 11/20/2009 11/30/2010 $ 1,000,000 GENERAL ELECTRIC CAPITAL CORPORATION $ 12,500,000 $ 105,500,000 ING CAPITAL LLC $ 12,500,000 $ 49,500,000 None. None. None.

Affiliated Lenders. Any (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 L 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 II, waived), 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 25.00% of the aggregate outstanding principal amount of all Term Loans at the time of purchase or assignment (such percentage, the “Affiliated Lender Term Loan Cap”),Lenders.

Affiliated Lenders. Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to the Term Loans and the Term Loan 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 (ix) Dutch auctions open to all Lenders in accordance with procedures of the procedures set forth on Exhibit L type described in Section 2.07(a)(iv) or (iiy) open market purchase on a non-pro rata basis, in each case subject to the following limitations applicable to limitations: (i) Affiliated Lenders that are not Affiliated Debt Funds: (i) Such Affiliated Lenders (A) Funds 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 each Lender (other than any Affiliated Lender) that (A) a representation by the applicable sells any Term Loans to an 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 (other than an Affiliated Debt Fund) pursuant to the Borrower, its Subsidiaries or their respective securities or this clause (h) and (B) a statement by the applicable buys any Term Loan from any Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make (other than an Affiliated Debt Fund) hereunder shall deliver to the representation set forth in Administrative Agent and the foregoing clause (A)Borrower a Big Boy Letter; (iii) (A) the aggregate principal amount of Term Loans held at any one time by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0025% 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 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 last sentence of this clause (i) which would result in the Affiliated Lender Cap being exceeded, the most recent assignment to an Affiliated Lender or any Affiliated Debt Fund involved in such acquisition shall be unwound and deemed null and void to the 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 assignment would constitute an Affiliated Lender or an Affiliated Debt Fund, and (without limitation of the provisions of clause (iv) above) shall be under no obligation to record such assignment in the Register until three (3) Business Days after receipt of such notice and (B) the Administrative Agent shall have consented to such assignment (which consent shall not be withheld unless the Administrative Agent reasonably believes that such assignment would violate clause (i)(iv) of this Section 11.07). Each Affiliated Lender and each Affiliated Debt Fund agrees to notify the Administrative Agent promptly (and in 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. Any Lender may, at Advances may be purchased by and assigned to any time, assign all or a portion Affiliate of its rights and obligations with respect to Loans and Commitments under this Agreement the Borrower (including under Incremental Term Facilities) to a Person who is or will become, after such assignmenteach, an “Affiliated Lender (including Lender”, which shall be deemed to exclude Holdings, Intermediate, the Borrower and their respective Subsidiaries and any Affiliated Debt Fundnatural person) on a non-pro rata basis through (ia) open market purchases (which includes, for the avoidance of doubt, through privately negotiated transactions) and/or (b) Dutch auctions open to all Lenders on a pro rata basis in accordance with the procedures set forth on Exhibit L or (ii) open market purchase on a non-pro rata basiscustomary procedures, in each case subject to the following limitations applicable to Affiliated Lenders case, so long as no Default or Event of Default has occurred; provided that are not Affiliated Debt Funds: (i) Such Affiliated Lenders Lenders (Ax) 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 Lender-only conference calls or meetings attended solely by (in each case in their capacity as a Lender), (y) shall not have access to any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and the Administrative Agent, other than the right (z) shall not be permitted 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 LendersLenders and shall not, and (C) may not solely acting in its capacity as an Affiliated Lender, have the right to challenge the Lenders’ attorney-client privilege between privilege, (ii) for purposes of any amendment, waiver or modification of the Loan Documents that does not (x) require the consent of each Lender or each affected Lender and (y) have a disproportionately adverse effect on such Affiliated Lender as compared to other affected Lenders, Affiliated Lenders shall be deemed to have voted in the same proportion as non-affiliated Lenders voting on such matter, (iii) in connection with a plan of reorganization under any insolvency proceeding, unless the plan of reorganization affects an Affiliated Lender in its capacity as a Lender in a disproportionally adverse manner than its effect on the other Lenders, the Administrative Agent and counsel to the Administrative Agent or between the Lenders and counsel to the Lenders; shall vote on behalf of each such Affiliated Lender, (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) (Aiv) the aggregate principal amount of Term Loans Advances held at any one time by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0025% of the aggregate outstanding principal amount of all Term Loans Advances outstanding at the such time and (v) in no event shall there be more than one (1) Affiliated Lender holding Advances at any one time. Notwithstanding any other provision of purchase or assignment (such percentagethis Section 9.07, the “Affiliated Lenders may, at their option, contribute Advances to the Borrower solely for the purpose of cancelling such Advances. Such contribution may include contributions made to the Borrower (whether through any of its direct or indirect parent entities or otherwise) in exchange for Indebtedness or Equity Interests of such parent entity or the Borrower that are otherwise permitted to be issued hereunder by such entity at such time; provided that, immediately upon the effectiveness of the contribution of any Advance by an Affiliated Lender Term Loan Cap”),to the Borrower, such contributed Advance shall be automatically and permanently cancelled and shall thereafter no longer be outstanding for any purpose hereunder.

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 L 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 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 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, , (B) will not receive the advice of counsel provided solely to the Administrative Agent or the Lenders, and 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 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 BorrowerBorrowers, its their Subsidiaries or their respective securities or or (B) a statement by the applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make the representation set forth in the foregoing clause (A); (iii) (A) the aggregate principal amount of Term Loans held by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0025% 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. 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 Term Loans and Commitments under this Agreement (including under Incremental Term Facilities) to a Person who is or will become, after such assignment, an Affiliated Lender (including any Affiliated Debt Fund) through (i) Dutch auctions open to all Lenders in accordance with the procedures set forth on Exhibit L 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 such Affiliated Lenders Lenders (A) will not receive information provided solely to Lenders by the Administrative Agent or any Lender except to the extent such materials are made available to the Borrower and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its 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 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 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 or (B) a statement by the applicable Affiliated Lender acquiring or disposing of Term Loans in such assignment that it cannot make the representation set forth in the foregoing clause (A); (iii) (A) the aggregate principal amount of Term Loans held by all Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0025% of the aggregate outstanding principal amount of all Term Loans at the time of purchase or assignment (such percentage, the “Affiliated Lender Term Loan Cap”),, (B) unless otherwise agreed to in writing by the Required Facility Lenders, regardless of whether consented to by the Administrative Agent or otherwise, no assignment which would result in Affiliated Lenders that are not Affiliated Debt Funds holding Term Loans with an aggregate principal amount in excess of the Affiliated Lender Term Loan Cap, shall in either case be effective with respect to such excess amount of the Term Loans (and such excess assignment shall be and be deemed null and void); provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this Section 10.07(h)(iii) or any purported assignment exceeding the Affiliated Lender Term Loan Cap limitation or for any assignment being deemed null and void hereunder and (C) in the event of an acquisition pursuant to the last sentence of this clause (h) which would result in the Affiliated Lender Term Loan Cap being exceeded, the most recent assignment to an Affiliated Lender involved in 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) 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 Section 10.07(h)(iii)).