Common use of Assignments to Affiliated Lenders Clause in Contracts

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement or any other Credit Document, the Sponsor and each Non-Debt Fund Affiliate will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject to the limitations set forth therein; (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to the Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available (x) Dutch Auctions open to all Term Loan Lenders (or all Lenders of a particular Class) on a pro rata basis or (a “Dutch Auction”)y) open market purchases, in each case subject to the following limitations: (iA) notwithstanding anything in connection with an assignment Section 11.1 or the definition of “Required Lenders” to the Sponsor or any Non-Debt Fund Affiliatecontrary, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent determining whether the Lenders have (1) consented to any amendment, waiver or modification of, or any action under, and for the purpose of any direction Loan Document (including such modifications pursuant to Section 11.1), (2) otherwise acted on any matter related to any Loan Document, (3) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement with respect to or under any other Credit Loan Document, or (4) subject to Section 2.23, voted on any plan of reorganization pursuant to Title 11 of the Sponsor United States Code, that in either case does not require the consent of each Lender or each affected Lender or does not adversely affect such Affiliated Lender disproportionately in any material respect as compared to other Lenders, the Sponsors and each any Non-Debt Fund Affiliate will be deemed to have consented voted in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to Affiliated Lenders voting on such matter, unless such matter requires ; and the consent of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor Sponsors and each Non-Debt Fund Affiliate each hereby acknowledges, agrees (xand consents that if, for any reason, its vote to accept or reject any plan pursuant to Title 11 of the United States Code) is not deemed to vote on such Planhave been so voted, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), then such vote will be (x) deemed not to be in good faith and shall be (y) “designated” pursuant to Section 1126(e) of Title 11 of the Bankruptcy United States Code (or any similar provision in any other Debtor Relief Laws), and such that the vote shall is not be counted in determining whether the applicable class has accepted or rejected such Plan plan in accordance with Section 1126(c) of Title 11 of the Bankruptcy Code (or any similar provision in United States Code; provided that, for the avoidance of doubt, Debt Fund Affiliates shall not be subject to such limitation and shall be entitled to vote as any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating Lender; provided, further, that, notwithstanding the foregoing clause (y)or anything herein to the contrary, in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate Affiliates may not in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf aggregate account for more than 49.9% of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described amounts set forth in the foregoing clause (B), but calculation of Required Lenders and any amount in any event, excess of 49.9% will be subject to the limitations set forth therein; (iv) in this clause (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders); (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Any Lender may, at any time, assign all or a portion of its Term rights and obligation with respect to Loans on a non-pro rata basis under this Agreement to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C (including Affiliated Investment Funds) pursuant to an offer made available this Section 13.6 through (x) Dutch Auctions open to all Lenders of a particular Class of Term Loan Lenders Loans subject to such Dutch Auction on a pro rata basis or (a “Dutch Auction”)y) through open market purchases, in each case subject to the following additional conditions and limitations: (i) in connection with an assignment Affiliated Lenders shall not receive information provided solely to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender Lenders and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders their respective advisors by the Administrative Agent or any other Lender, except Lender and shall not be permitted to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative AgentAgent and their advisors, other than the right to receive notices of Borrowings, notices of prepayments and other administrative notices in respect of its Loans or (C) access any electronic site established for the Commitments required to be delivered to Lenders or confidential communications from counsel pursuant to or financial advisors of the Administrative Agent or the LendersArticle II; provided that Affiliated Investment Funds shall not be subject to such limitation; (iiiii) (A) notwithstanding anything in Section 13.1 or the definition of “Required Lenders” to the contrary, for purposes of any consent determining whether the Lenders have (1) consented to any amendment, waiver or modification of, or any action under, and for the purpose of any direction Credit Document (including such modifications pursuant to Section 13.1), (2) otherwise acted on any matter related to any Credit Document, (3) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement with respect to or under any other Credit Document, or (4) voted on any plan of reorganization pursuant to Title 11 of the Sponsor and United States Code, that in either case does not require the consent of each Non-Debt Fund Affiliate Lender or each affected Lender or does not adversely affect such Affiliated Lender disproportionately in any material respect as compared to other Lenders, Affiliated Lenders will be deemed to have consented voted in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to Affiliated Lenders voting on such matter; and each Affiliated Lender hereby acknowledges, unless such matter requires the consent of all agrees and consents that if, for any reason, its vote to accept or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on reject any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”)Title 11 of the United States Code) is not deemed to have been so voted, the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), then such vote will be (x) deemed not to be in good faith and shall be (y) “designated” pursuant to Section 1126(e) of Title 11 of the Bankruptcy United States Code (or any similar provision in any other Debtor Relief Laws), and such that the vote shall is not be counted in determining whether the applicable class has accepted or rejected such Plan plan in accordance with Section 1126(c) of Title 11 of the Bankruptcy Code (or any similar provision in United States Code; provided that Affiliated Investment Funds shall not be subject to such limitation and shall be entitled to vote as any other Debtor Relief Laws) and (z) Lender; provided, further, that, notwithstanding anything herein to the contrary, Affiliate Investment Funds may not in the aggregate account for more than 49.9% of the amounts necessary to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesconstitute Required Lenders, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (any amount in excess of such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, percentage will be subject to the limitations set forth thereinin this clause (ii); (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans on a non-pro rata basis to an Affiliated Lender (including Affiliated Investment Funds) through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available (1) Dutch Auctions open to all Term Loan Lenders on a pro rata basis or (a “Dutch Auction”2) open market purchases, in each case in accordance with the terms of this Agreement (including Section 13.4), subject to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction,” in each case, and subject to the following further limitations: (iA) notwithstanding anything in connection with an assignment Section 13.12 or the definition of “Required Lenders” to the Sponsor or any Non-Debt Fund Affiliatecontrary, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (Ax) for purposes of any consent determining whether the Lenders have (1) consented to any amendment, waiver or modification of, or any action under, and for the purpose of any direction Loan Document (including such modifications pursuant to Section 13.12), (2) otherwise acted on any matter related to any Loan Document, (3) directed or required the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement with respect to or under any other Credit Loan Document, or (4) subject to Section 2.14, voted on any plan of reorganization pursuant to Title 11 of the Sponsor and United States Code, that in either case does not require the consent of each Non-Debt Fund Affiliate Lender or each affected Lender or does not adversely affect such Restricted Affiliated Lender disproportionately in any material respect as compared to other Lenders, Restricted Affiliated Lenders will be deemed to have consented voted in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless Restricted Affiliated Lenders voting on such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction Affiliated Investment Funds may not in the foregoing clause (x), such vote aggregate account for more than 49.9% of the amounts set forth in the calculation of Required Lenders and any amount in excess of 49.9% will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject to the limitations set forth thereinin clause (x) above; (ivB) Restricted Affiliated Lenders shall not receive (Ai) information provided solely to Lenders by the Administrative Agent or any Lender and shall not be permitted to attend or participate in meetings or conference calls attended solely by Lenders and the Administrative Agent and their advisors, other than the right to receive notices of Borrowings, notices of prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Section 2 and (ii) advice of counsel to the Lenders or the Administrative Agent or challenge the attorney-client privilege afforded to such Persons; (C) at the time any Affiliated Lender is making purchases of Loans pursuant to a Dutch Auction or an open market purchase it shall enter into an Assignment and Assumption; (D) at the time of such Purchase Notice and Auction Purchase or open market purchase, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (E) the aggregate principal amount of all Term Loans held that may be purchased by Restricted Affiliated Lenders through Dutch Auctions or assigned to the Restricted Affiliated Lenders through open market purchases shall in no event exceed, as calculated at the time of the consummation of any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed aforementioned Purchases or assignments, 20% of the then aggregate outstanding principal amount of the Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative Loans then outstanding. Notwithstanding anything to the other Lenders)contrary herein, or receive advice of counsel or other advisors this Section 13.4(a)(iv) shall supersede any provisions in Sections 2.8 and 13.6 to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignmentcontrary.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, may assign and delegate all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”)this paragraph, subject to the following limitationsprovided that: (i) in connection with an assignment no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) the assigning Term Lender and the Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Sponsor Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iii) for the avoidance of doubt, Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to any Non-Debt Fund Affiliate, Affiliated Lender; (iv) (A) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment the Affiliated Lender Assignment and Assumption and (B) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (ivvii) below, shall have been satisfied upon consummation of the applicable assignmentAffiliated Lender Assignment and Assumption; (iiv) the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the BorrowersBorrower, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of determining whether the Required Lenders or any consent other requisite Class vote required by this Agreement have (x) consented (or not consented) to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, under this Agreement or any other Credit Document, the Sponsor and each Non-Debt Fund Affiliate will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (Document or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request departure by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject to the limitations set forth therein; (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.Party therefrom,

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available (x) Dutch Auctions open to all Term Loan Lenders on a pro rata basis or (a “Dutch Auction”)y) open market purchases, in each case subject to the following limitations: (iA) notwithstanding anything in connection with an assignment Section 10.1 or the definition of “Required Lenders” to the Sponsor or any Non-Debt Fund Affiliatecontrary, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent determining whether the Lenders have (1) consented to any amendment, waiver or modification of, or any action under, and for the purpose of any direction Loan Document (including such modifications pursuant to the Section 10.1), (2) otherwise acted on any matter related to any Loan Document, (3) directed or required Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement with respect to or under any other Credit Loan Document, or (4) subject to Section 2.17, voted on any plan of reorganization pursuant to the Sponsor and Bankruptcy Code, that in either case does not require the consent of each Non-Debt Fund Affiliate Lender or each affected Lender or does not adversely affect such Affiliated Lender disproportionately in any material respect as compared to other Lenders, any Affiliated Lender will be deemed to have consented voted in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to Affiliated Lenders voting on such matter; and each Affiliated Lender each hereby acknowledges, unless such matter requires the consent of all agrees and consents that if, for any reason, its vote to accept or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on reject any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”)the Bankruptcy Code) is not deemed to have been so voted, the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), then such vote will be (x) deemed not to be in good faith and shall be (y) “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such that the vote shall is not be counted in determining whether the applicable class has accepted or rejected such Plan plan in accordance with Section 1126(c) of the Bankruptcy Code Code; (B) the Affiliated Lender shall not receive information provided solely to Lenders by the Administrative Agent or any similar provision Lender and shall not be permitted to attend or participate in any meetings attended solely by Lenders and the Administrative Agent and their advisors, other Debtor Relief Laws) than the right to receive notices of Borrowings, notices of prepayments and (z) not other administrative notices in respect of its Loans or Commitments required to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared be delivered to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and pursuant to Section 2; (C) at the Sponsor time any Affiliated Lender is making purchases of Loans pursuant to a Dutch Auction it shall identify itself as an Affiliated Lender and each Non-Debt Fund Affiliate hereby irrevocably authorizes shall enter into an Assignment and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject to the limitations set forth thereinAssumption; (ivD) with respect to a Dutch Auction, at the time of such Purchase Notice and Auction Purchase, no Affiliated Lender shall be required to make any representation that it is not in possession of material non-public information with respect to the Company, its Subsidiaries or their respective securities; and (AE) the aggregate principal amount of all Term Loans held which may be purchased by any Affiliated Lender through Dutch Auctions or assigned to any Affiliated Lender through open market purchases shall in no event exceed, as calculated at any one the time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount consummation of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0any aforementioned Purchases or assignments, 25% of the aggregate number principal amount of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative Term Loans then outstanding. Notwithstanding anything to the other Lenders)contrary herein, or receive advice of counsel or other advisors this Section 10.6(b)(iv) shall supersede any provisions in Section 2.12 to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignmentcontrary.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Any Lender may, at any time, assign all or a portion of its Term rights and obligations with respect to Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available (x) Dutch Auctions open to all Term Loan Lenders on a pro rata basis or (a “Dutch Auction”)y) open market purchases, in each case subject to the following limitations: (iA) notwithstanding anything in connection with an assignment Section 10.1 or the definition of “Required Lenders” to the Sponsor or any Non-Debt Fund Affiliatecontrary, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent determining whether the Lenders have (1) consented to any amendment, waiver or modification of, or any action under, and for the purpose of any direction Loan Document (including such modifications pursuant to the Section 10.1), (2) otherwise acted on any matter related to any Loan Document, (3) directed or required Administrative Agent or any Lender to undertake any action (or refrain from taking any action) underwith respect to or under any Loan Document, this Agreement or (4) subject to Section 2.17, voted on any plan of reorganization pursuant to Title 11 of the United States Code, that in either case does not require the consent of each Lender or each affected Lender or does not adversely affect such Affiliated Lender disproportionately in any material respect as compared to other Credit DocumentLenders, the Sponsor and each any Non-Debt Fund Affiliate will be deemed to have consented voted in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to Affiliated Lenders voting on such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (; and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate each hereby acknowledges, agrees (xand consents that if, for any reason, its vote to accept or reject any plan pursuant to Title 11 of the United States Code) is not deemed to vote on such Planhave been so voted, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), then such vote will be (x) deemed not to be in good faith and shall be (y) “designated” pursuant to Section 1126(e) of Title 11 of the Bankruptcy United States Code (or any similar provision in any other Debtor Relief Laws), and such that the vote shall is not be counted in determining whether the applicable class has accepted or rejected such Plan plan in accordance with Section 1126(c) of Title 11 of the Bankruptcy Code (or any similar provision in United States Code; provided that, for the avoidance of doubt, Debt Fund Affiliates shall not be subject to such limitation and shall be entitled to vote as any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating Lender; provided, further, that, notwithstanding the foregoing clause (y)or anything herein to the contrary, in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate Affiliates may not in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf aggregate account for more than 49.9% of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described amounts set forth in the foregoing clause (B), but calculation of Required Lenders and any amount in any event, excess of 49.9% will be subject to the limitations set forth therein; (iv) in this clause (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders); (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Any Lender may, at any time, assign all or a portion of its Term Loans rights and obligations to an Affiliated Lender (including Affiliated Investment Funds) on a non-pro rata basis to an Affiliated Lender through open-(x) Dutch Auctions or (y) open market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), each case subject to the following limitations: (iA) notwithstanding anything in connection with an assignment Section 10.1 or the definition of “Required Lenders” to the Sponsor or any Non-Debt Fund Affiliatecontrary, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent determining whether the Lenders have (1) consented to any amendment, waiver or modification of, or any action under, and for the purpose of any direction Loan Document (including such modifications pursuant to Section 10.1), (2) otherwise acted on any matter related to any Loan Document, (3) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement with respect to or under any other Credit Loan Document, or (4) subject to Section 2.16, voted on any plan of reorganization pursuant to Title 11 of the Sponsor and United States Code, that in either case does not require the consent of each Non-Debt Fund Affiliate Lender or each affected Lender or does not adversely affect such Affiliated Lender (solely in its capacity as a Lender) disproportionately in any material respect as compared to other Lenders, Affiliated Lenders will be deemed to have consented voted in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to Affiliated Lenders voting on such matter; and each Affiliated Lender hereby acknowledges, unless such matter requires the consent of all agrees and consents that if, for any reason, its vote to accept or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on reject any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”)Title 11 of the United States Code) is not deemed to have been so voted, the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), then such vote will be (x) deemed not to be in good faith and shall be (y) “designated” pursuant to Section 1126(e) of Title 11 of the Bankruptcy United States Code (or any similar provision in any other Debtor Relief Laws), and such that the vote shall is not be counted in determining whether the applicable class has accepted or rejected such Plan plan in accordance with Section 1126(c) of Title 11 of the Bankruptcy Code (or any similar provision in United States Code; provided that Affiliated Investment Funds shall not be subject to such limitation and shall be entitled to vote as any other Debtor Relief Laws) and (z) Lender; provided further that, notwithstanding anything herein to the contrary, Affiliate Investment Funds may not to contest any request by any party in the aggregate account for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf more than 25% of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described amounts set forth in the foregoing clause (B), but calculation of Required Lenders and any amount in any event, excess of 25% will be subject to the limitations set forth therein; (iv) in this clause (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders); (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”)Lender, subject to the following limitations: (i) in In connection with an assignment to the Sponsor or any Non-Debt Fund Affiliatean Affiliated Lender, (A) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (iSection 9.04(h)(i) and clause (ivSection 9.04(h)(iv) below, below shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent and/or the Collateral Agent or any other Lender, except to the extent made available to the BorrowersBorrower, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, Agent and/or the Collateral Agent or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent, the Collateral Agent or the Lenders; (iii) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement or any other Credit Loan Document, the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates Affiliated Lenders consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Bankruptcy Plan”), the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby agrees (x) not to vote on such Bankruptcy Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender does vote on such Bankruptcy Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Bankruptcy Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable a court of competent jurisdiction) jurisdiction effectuating the foregoing clause (y), in each case under this clause (iii)(BB) unless such Bankruptcy Plan disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, in any material respect and (C) the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliate of the Sponsor’s or such Non-Debt Fund AffiliateBorrower’s attorney-in-fact, to vote on behalf with full authority in the place and stead of such Affiliate of the Sponsor or Borrower and in the name of such Non-Debt Fund Affiliate Affiliated Lender (solely in respect of Term Loans and Incremental Term Loans held thereby by such Affiliated Lender and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender may otherwise have) ), from time to time in connection with the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of this Section 9.04(h)(iii), including to ensure that any vote of the type described in the foregoing clause (B), but in such Affiliated Lender on any event, subject to the limitations set forth thereinBankruptcy Plan is withdrawn or otherwise not counted; (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders may not exceed 2025% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no the Affiliated Lender, in its capacity as such, Lender will not be entitled to bring actions against the Administrative Agent or the Collateral Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders)such, or receive advice of counsel or other advisors to the Administrative Agent, the Collateral Agent or any other Lenders Lender or challenge the attorney attorney-client privilege of their respective counsel; and (vi) the portion of any Loans held by any Affiliated Lenders in the Sponsor and Non-Debt Fund Affiliates aggregate shall be disregarded not account for more than 49.9% of the amounts included in determining whether the Required Lenders at have (A) consented to any timeamendment, 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 Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c9.04(h) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and each Affiliated Lenders agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement or any other Credit Document, the Sponsor and each Non-Non- Debt Fund Affiliate will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject to the limitations set forth therein; (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, may assign and delegate all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”)this paragraph, subject to the following limitationsprovided that: (i) in connection with an assignment no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) the assigning Term Lender and the Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Sponsor Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iii) for the avoidance of doubt, Xxxxxxx shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to any Non-Debt Fund Affiliate, Affiliated Lender; (iv) (A) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment the Affiliated Lender Assignment and Assumption, (B) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (ivvii) below, shall have been satisfied upon consummation of the applicable assignmentAffiliated Lender Assignment and Assumption and (C) all holders of Term Loans of the applicable Class shall be offered a bona fide opportunity to participate in each assignment of Term Loans to an Affiliated Lender on a pro rata basis and on identical terms (including as to any consideration paid in connection therewith); (iiv) the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the BorrowersBorrower, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iiivi) (A) for purposes of determining whether the Required Lenders or any consent other requisite Class vote required by this Agreement have (x) consented (or not consented) to any amendment, waiver or modification of, or any action underunder this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (y) otherwise acted on any matter related to this Agreement or any other Loan Document and for the purpose of any direction to (z) directed or required the Administrative Agent Agent, any Issuing Bank or any Lender to undertake any action (or refrain from taking any action) under, under this Agreement or any other Credit Loan Document, the Sponsor and each Non-Debt Fund Affiliate will all Term Loans held by any Affiliated Lender shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or the requisite vote of any Class of Lenders have consented in the same proportion as the Term taken any actions, (B) with respect to any amendment, waiver or modification of, or any action under this Agreement or any other Loan Lenders Document that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all all, or all affected Lenders affected, Lenders, the Term Loans held by any Affiliated Lender shall be deemed to be outstanding only if such amendment, waiver, modification or disproportionately (and adversely) other action adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, (BC) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “PlanPlan of Reorganization”), the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby agrees (x) not to vote on such PlanPlan of Reorganization, (y) if the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(Bvi), (C) unless such Plan disproportionately (and adversely) of Reorganization adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, and (CD) the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund AffiliateAffiliated Xxxxxx’s attorney-in-fact, to vote on behalf with full authority in the place and stead of such Affiliated Lender and in the Sponsor or name of such Non-Debt Fund Affiliate Affiliated Lender (solely in respect of Term Loans and Incremental Term Loans held thereby therein and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender may otherwise have) ), from time to time in connection with the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of this clause (vi), including to ensure that any vote of the type described in the foregoing clause (B), but in such Affiliated Lender on any event, subject to the limitations set forth thereinPlan of Reorganization is withdrawn or otherwise not counted; (iv) (Avii) the aggregate principal amount of any Class or tranche of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders may not exceed 2025% of the then aggregate outstanding principal amount of any Class or tranche of Term Loans; and and (Bviii) the aggregate number of Debt Fund Affiliates that are Lenders may Affiliated Lender will not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders)such, or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender Xxxx Xxxxxx hereunder agrees to comply with the terms of this Section 10.6(cparagraph (f) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the BorrowersBorrowersBorrower, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement or any other Credit Document, the Sponsor and each Non-Debt Fund Affiliate will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject to the limitations set forth therein; (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Each Lender may, at any time, assign all acknowledges that each Affiliated Lender may purchase or a portion of its acquire Term Loans on a non-pro rata basis hereunder from Lenders from time to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C time pursuant to an offer made available (x) a Dutch Auction open to all Lenders of a particular Class of Term Loan Lenders Loans subject to such Dutch Auction on a pro rata basis and conducted in accordance with the terms of this Agreement (a including, without limitation, this Section 9.04), subject to the restrictions set forth in the definition of “Dutch Auction”)” and (y) open market purchases, in each case, and subject to the following limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lenders shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials information provided solely to Lenders or the Administrative Agent or their respective advisors by the Administrative Agent or any other Lender, except Lender or their respective advisors and shall not be permitted to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative AgentAgent and their advisors; (ii) (A) no Affiliated Lender shall be permitted to purchase Term Loans if, as of the date of each Purchase Notice or the effective date of any Auction Purchase, such Affiliated Lender is in possession of any information with respect to any Loan Party or any of their Subsidiaries that (x) has not been disclosed by or on behalf of the Loan Parties or any of their Subsidiaries either (1) publicly, (2) to Lenders generally or (C3) access any electronic site established otherwise been posted to that portion of the Platform for the Loans that has been designated for “private-side” Lenders or confidential communications from counsel and (y) in the Affiliated Lender’s good faith determination would reasonably be expected to or financial advisors have a material effect on the market price of the Administrative Agent Loans or otherwise be material with respect to any Loan Party or any of their Subsidiaries or any their respective securities for purposes of United States federal and state securities laws, and (B) each Purchase Notice and each Purchase shall constitute a representation and warranty by such Affiliated Lender as of the Lendersdate of such Purchase Notice or such Auction Purchase, as applicable, that it is not in possession of any information described in the foregoing clause (A); (iii) (A1) notwithstanding anything in Section 9.08 or the definition of “Required Lenders” to the contrary, for purposes of any consent determining whether the Lenders have (1) consented to any amendment, waiver or modification of, or any action under, and for the purpose of any direction Loan Document (including such modifications pursuant to Section 9.08), (2) otherwise acted on any matter related to any Loan Document, (3) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement with respect to or under any other Credit Loan Document, or (4) voted on any plan of reorganization pursuant to Title 11 of the Sponsor and United States Code, that in any case does not require the consent of each Non-Debt Fund Affiliate Lender or each affected Lender or does not adversely affect such Affiliated Lender disproportionately in any material respect as compared to other Lenders, Affiliated Lenders will be deemed to have consented voted in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to Affiliated Lenders voting on such matter; and each Affiliated Lender hereby acknowledges, unless such matter requires the consent of all agrees and consents that if, for any reason, its vote to accept or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on reject any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”)Title 11 of the United States Code) is not deemed to have been so voted, the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), then such vote will be (x) deemed not to be in good faith and shall be (y) “designated” pursuant to Section 1126(e) of Title 11 of the Bankruptcy United States Code (or any similar provision in any other Debtor Relief Laws), and such that the vote shall is not be counted in determining whether the applicable class has accepted or rejected such Plan plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf Title 11 of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject to the limitations set forth thereinUnited States Code; (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, may assign and delegate all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”)this paragraph, subject to the following limitationsprovided that: (i) in connection with an assignment no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) the assigning Term Lender and the Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Sponsor Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iii) for the avoidance of doubt, Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to any Non-Debt Fund Affiliate, Affiliated Lender; (iv) (A) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment the Affiliated Lender Assignment and Assumption and (B) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (ivvii) below, shall have been satisfied upon consummation of the applicable assignmentAffiliated Lender Assignment and Assumption; (iiv) the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the BorrowersBorrower, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (Avi) for purposes of determining whether the Required Lenders or any consent other requisite Class vote required by this Agreement have (x) consented (or not consented) to any amendment, waiver or modification of, or any action underunder this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (y) otherwise acted on any matter related to this Agreement or any other Loan Document and for the purpose of any direction to (z) directed or required the Administrative Agent Agent, any Issuing Bank or any Lender to undertake any action (or refrain from taking any action) under, under this Agreement or any other Credit Loan Document, the Sponsor and each Non-Debt Fund Affiliate will all Term Loans held by any Affiliated Lender shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or the requisite vote of any Class of Lenders have consented in the same proportion as the Term taken any actions, (B) with respect to any amendment, waiver or modification of, or any action under this Agreement or any other Loan Lenders Document that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all all, or all affected Lenders affected, Lenders, the Term Loans held by any Affiliated Lender shall be deemed to be outstanding only if such amendment, waiver, modification or disproportionately (and adversely) other action adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, (BC) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “PlanPlan of Reorganization”), the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby agrees (x) not to vote on such PlanPlan of Reorganization, (y) if the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(Bvi) (B) unless such Plan disproportionately (and adversely) of Reorganization adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, and (CD) the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund AffiliateAffiliated Lender’s attorney-in-fact, to vote on behalf with full authority in the place and stead of such Affiliated Lender and in the Sponsor or name of such Non-Debt Fund Affiliate Affiliated Lender (solely in respect of Term Loans and Incremental Term Loans held thereby therein and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender may otherwise have) ), from time to time in connection with the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of this clause (vi), including to ensure that any vote of the type described in the foregoing clause (B), but in such Affiliated Lender on any event, subject to the limitations set forth thereinPlan of Reorganization is withdrawn or otherwise not counted; (iv) (Avii) the aggregate principal amount of any Class or tranche of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders may not exceed 2025% of the then aggregate outstanding principal amount of any Class or tranche of Term Loans; and and (Bviii) the aggregate number of Debt Fund Affiliates that are Lenders may Affiliated Lender will not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders)such, or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(cparagraph (f) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, purchases or in accordance with the procedures set forth on Appendix C C, pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations: (i) in connection with an assignment to the Sponsor or any a Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, below shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the BorrowersBorrowers or any other Credit Party, (B) attend or participate in meetings attended solely by the Lenders and the Administrative AgentAgent to which no Credit Party has been invited, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement or any other Credit Document, the Sponsor and each Non-Debt Fund Affiliate will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate (in its capacity as a Lender as Lender) disproportionately compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate (in its capacity as a Lender as Lender) disproportionately compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) ), in connection with any vote of the type described in the foregoing clause (B), ) (but subject in any event, subject event to the limitations set forth therein); (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, Lender in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse disproportionate manner relative to the other LendersLenders that are not Non-Debt Fund Affiliates), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and; (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates in the aggregate in excess of 49.9% of the amount of Loans and Commitments required to be held by Lenders in order for such Lenders to constitute “Required Lenders” shall be disregarded in determining Required Lenders at any time; and (vii) any Term Loan acquired by an Affiliated Lender may be contributed to Parent (whether through an Ultimate Parent Company or otherwise) and exchanged for debt or equity Securities of such Ultimate Parent Company or Parent that are otherwise permitted to be issued by such Person at such time in accordance with the terms hereof, and such Term Loans and all rights and obligations as a Term Loan Lender related thereto shall, for all purposes under this Agreement, the other Credit Documents and otherwise, be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect as of the date of such contribution. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c10.6(f) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans to an Affiliated Lender through (x) Dutch auctions or other offers to purchase or take by assignment open to all Term Lenders on a pro rata basis in accordance with procedures determined by such Affiliated Lender in its sole discretion or (y) open-market purchases on a non-pro rata basis to an Affiliated Lender through open-market purchasesbasis, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), each case subject to the following additional limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall have identified identify itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to in connection with the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders will not (A) have the right to (A) receive information, reports or other materials provided solely to Lenders by the Administrative Agent (or by counsel to the Administrative Agent), or any other Lender, except other than (x) the right to the extent 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 and (y) any such information, reports or other materials made available to the Borrowersany Credit Party, (B) attend or participate in meetings attended solely by the Lenders and Lenders, the Administrative AgentAgent and/or their respective counsel, other than the right to attend meetings in which the Loan Parties or their representatives are invited, or (C) access any electronic site established for the Lenders or confidential communications from counsel to to, or financial advisors of of, the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, under this Agreement or any other Credit Document, the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates Affiliated Lenders consented to such matter, except with respect to any amendment, waiver, modification, consent or other action (x) in Section 9.1 requiring the consent of all Lenders, all Lenders directly and adversely affected or specifically such Affiliated Lender, (y) that alters an Affiliated Lender’s pro rata share of any payments given to all Lenders, or (z) affects the Affiliated Lender (in its capacity as a Lender) in a manner that is disproportionate to the effect on any other Lender unless such matter requires the consent of all or all affected Lenders (but, in any event, in connection with any amendment, waiver, modification, consent or disproportionately (and adversely) affects the Sponsor other action, such Affiliated Lender shall be entitled to any consent fee, calculated as if all of such Affiliated Lender’s Loans had voted in favor of any matter for which a consent fee or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatessimilar payment is offered), (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (each, a “PlanPlan of Reorganization”), the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby agrees (x) not to vote on such PlanPlan of Reorganization (unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs), (y) if the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender does vote on such Plan of Reorganization (or, if instructed to vote, votes other than pursuant to the instructions of the Administrative Agent) notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, ); and (C) the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund AffiliateAffiliated Lender’s attorney-in-fact, to vote on behalf with full authority in the place and stead of such Affiliated Lender Affiliate and in the Sponsor or name of such Non-Debt Fund Affiliate Affiliated Lender (solely in respect of Term Loans and Incremental Term Loans held thereby therein and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender may otherwise have), 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 or appropriate to carry out the provisions of this clause (iii), including to ensure that any vote of such Affiliated Lender on any Plan of Reorganization is withdrawn or otherwise not counted; provided that, notwithstanding anything in this clause (iii) to the contrary, such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any vote Plan of the type described in the foregoing clause (B), but in any event, subject Reorganization to the limitations set forth thereinextent any such Plan of Reorganization proposes to treat any Obligations held by such Affiliated Lender in a disproportionately adverse manner than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders; (iv) (A) the aggregate principal amount of any class or tranche of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders may not exceed 2020.0% of the then aggregate outstanding principal amount of any class or tranche of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders;and (v) no the Affiliated Lender, in its capacity as such, Lender will not be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders)such, or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(cparagraph (g) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment. It is understood and agreed that the Administrative Agent shall not be responsible for, and shall have no obligation to, monitor or determine the status of any Lender as an Affiliated Lender or the aggregate principal amount of Term Loans held at any time by Affiliated Lenders.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliatean Affiliated Lender, (A) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that (x) the requirements set forth in this clause (i) and clause (iv) belowSection 12.07(i), shall have been satisfied upon consummation of the applicable assignment; and (y) either (1) such Affiliated Lender is not in possession of material non-public information that has not been disclosed to the assigning Term Loan Lender or (2) such Affiliated Lender cannot make the representation set forth in Section 12.07(i)(i)(y) hereof; (ii) the Sponsor assigning Lender and Non-Debt Fund Affiliates the Affiliated Lender purchasing such Lender’s portion of the Term Loan shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit Z hereto (an “Affiliated Lender Assignment and Assumption”); (iii) Affiliated Lenders will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement or any other Credit Loan Document, the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates Affiliated Lenders that have consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders in any material respect, provided, that are not in no event shall an amendment, waiver or modification cause the Sponsor Commitments of any Affiliated Lender to increase, extend the due date for the payments of interest and scheduled amortization (including on the Term Loan Maturity Date) owing to any Affiliated Lender or Non-Debt Fund Affiliatesreduce the amounts owing to any Affiliated Lender, in each case, without the consent of such Affiliated Lender, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(Biv)(B) unless such Plan disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, and (C) the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject to the limitations set forth therein; (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.an

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, may assign and delegate all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”)this paragraph, subject to the following limitationsprovided that: (i) in connection with an assignment no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) the assigning Term Lender and the Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Sponsor Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iii) for the avoidance of doubt, Xxxxxxx shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to any Non-Debt Fund Affiliate, Affiliated Lender; (iv) (A) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment the Affiliated Lender Assignment and Assumption and (B) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (ivvii) below, shall have been satisfied upon consummation of the applicable assignmentAffiliated Lender Assignment and Assumption; (iiv) the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the BorrowersBorrower, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iiivi) (A) for purposes of determining whether the Required Lenders or any consent other requisite Class vote required by this Agreement have (x) consented (or not consented) to any amendment, waiver or modification of, or any action underunder this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (y) otherwise acted on any matter related to this Agreement or any other Loan Document and for the purpose of any direction to (z) directed or required the Administrative Agent Agent, any Issuing Bank or any Lender to undertake any action (or refrain from taking any action) under, under this Agreement or any other Credit Loan Document, the Sponsor and each Non-Debt Fund Affiliate will all Term Loans held by any Affiliated Lender shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or the requisite vote of any Class of Lenders have consented in the same proportion as the Term taken any actions, (B) with respect to any amendment, waiver or modification of, or any action under this Agreement or any other Loan Lenders Document that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all all, or all affected Lenders affected, Lenders, the Term Loans held by any Affiliated Lender shall be deemed to be outstanding only if such amendment, waiver, modification or disproportionately (and adversely) other action adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, (BC) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “PlanPlan of Reorganization”), the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby agrees (x) not to vote on such PlanPlan of Reorganization, (y) if the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(Bvi) (B) unless such Plan disproportionately (and adversely) of Reorganization adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, and (CD) the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund AffiliateAffiliated Xxxxxx’s attorney-in-fact, to vote on behalf with full authority in the place and stead of such Affiliated Lender and in the Sponsor or name of such Non-Debt Fund Affiliate Affiliated Lender (solely in respect of Term Loans and Incremental Term Loans held thereby therein and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender may otherwise have) ), from time to time in connection with the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of this clause (vi), including to ensure that any vote of the type described in the foregoing clause (B), but in such Affiliated Lender on any event, subject to the limitations set forth thereinPlan of Reorganization is withdrawn or otherwise not counted; (iv) (Avii) the aggregate principal amount of any Class or tranche of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders may not exceed 2025% of the then aggregate outstanding principal amount of any Class or tranche of Term Loans; and and (Bviii) the aggregate number of Debt Fund Affiliates that are Lenders may Affiliated Lender will not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders)such, or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender Xxxx Xxxxxx hereunder agrees to comply with the terms of this Section 10.6(cparagraph (f) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans on a non-pro rata basis to an Affiliated Lender (including Affiliated Investment Funds) through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available (x) Dutch Auctions open to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement or any other Credit Document, the Sponsor and each Non-Debt Fund Affiliate will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y)open market purchases, in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject to the limitations set forth therein; (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply accordance with the terms of this Agreement (including Section 10.6(c) (notwithstanding that it may be granted access 12.04), subject, to the Platform or extent applicable, to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction,” in each case, and subject to the following further limitations: (A) no Affiliated Lender shall be required to make a representation that, as of the date of any other electronic site established for the Lenders by assignment, it is not in possession of information that has not been disclosed to the Administrative Agent), the Auction Manager and Lenders and that may be material to a Lender’s decision to participate in such assignment or purchase; and each Lender participating in any assignment to Affiliated Lender acknowledges and agrees that in any subsequent assignment connection with such assignment, (1) the Affiliated Lenders then may have, and later may come into possession of all material non-public information, (2) such Lender has independently and, without reliance on the Affiliated Lenders or any portion of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries or the Administrative Agent, the Auction Manager or any of their respective Related Parties, made its Term Loans own analysis and determination to participate in such assignment notwithstanding such Xxxxxx’s lack of knowledge of the material non-public information, (3) none of the Affiliated Lenders or any of their Subsidiaries or Holdings, the Borrower or any of their Subsidiaries shall be required to make any representation that it is not in possession of material non-public information, (4) none of the Affiliated Lenders or any of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries or the Administrative Agent, the Auction Manager or any of their respective Related Parties shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.have any #4848-1207-1386 164

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans on a non-pro rata basis to an Affiliated Lender (including Affiliated Investment Funds) through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available (x) Dutch Auctions open to all Term Loan Lenders on a pro rata basis or (a y) open market purchases, in each case in accordance with the terms of this Agreement (including Section 12.04), subject, to the extent applicable, to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction”),” in each case, and subject to the following further limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an no Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed required to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) belowmake a representation that, shall have been satisfied upon consummation as of the applicable date of any assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will , it is not (A) have the right in possession of information that has not been disclosed to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, the Auction Manager and Lenders and that may be material to a Lender’s decision to participate in such assignment or purchase; and each Lender participating in any assignment to Affiliated Lender acknowledges and agrees that in connection with such assignment, (C1) access any electronic site established for the Affiliated Lenders then may have, and later may come into possession of material non-public information, (2) such Lender has independently and, without reliance on the Affiliated Lenders or confidential communications from counsel any of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries or the Administrative Agent, the Auction Manager or any of their respective Related Parties, made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the material non-public information, (3) none of the Affiliated Lenders or financial advisors any of their Subsidiaries or Holdings, the Borrower or any of their Subsidiaries shall be required to make any representation that it is not in possession of material non-public information, (4) none of the Affiliated Lenders or any of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries or the Administrative Agent, the Auction Manager or any of their respective Related Parties shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Affiliated Lenders or any of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries or the Administrative Agent, the Auction Manager or any of their respective Related Parties, under applicable laws or otherwise, with respect to the nondisclosure of the material non-public information and (5) that the material non-public information may not be available to the Administrative Agent or the other Lenders; (iiiB) (A) with respect to Restricted Affiliated Lenders only, notwithstanding anything in Section 12.12 or the definition of “Required Lenders” to the contrary, for purposes of any consent determining whether the Lenders have (1) consented to any amendment, waiver or modification of, or any action under, and for the purpose of any direction Loan Document (including such modifications pursuant to Section 12.12), (2) otherwise acted on any matter related to any Loan Document or (3) directed or required the Administrative Agent, the Auction Manager, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement with respect to or under any other Credit Loan Document, except in the Sponsor and each Non-Debt Fund Affiliate will case of any Restricted Affiliated Lender Amendment, the aggregate amount of Term Loans owed to the Restricted Affiliated Lenders or Term Loan Commitments of the Restricted Affiliated Lenders shall be disregarded for purposes of calculating Required Lenders; provided, however, if the Lenders (other than the Restricted Affiliated Lenders) shall have consented to such amendment, waiver or modification or otherwise approved such action, then the Restricted Affiliated Lender shall be deemed to have affirmatively consented to such amendment, waiver, modification or other action; provided further, any amendment, waiver or modification of any Loan Document that (v) reduces the principal amount of any Term Loans or the interest rate, fees or premium, if any, applicable thereto or otherwise reduces the Obligations, (w) increases the Term Loan Commitments of each Lender, (x) extends the dates on which any interest or principal payment would otherwise be due to a Lender, (y) requires the consent of each Lender directly and adversely affected thereby pursuant to the first proviso of Section 12.12(a) or (z) results in an adverse effect to a Restricted Affiliated Lender as compared to other Lenders (each of the foregoing clauses (x), (y) and (z) being a “Restricted Affiliated Lender Amendment”), in each case shall require the affirmative consent of each Restricted Affiliated Lender affected thereby; (C) Restricted Affiliated Lenders shall not receive (i) information provided solely to Lenders by the Administrative Agent, the Auction Manager or any Lender and shall not be permitted to attend or participate in meetings or conference calls attended solely by Xxxxxxx, the Auction Manager and the Administrative Agent and their advisors, other than the right to receive notices of Borrowings, notices of prepayments and other administrative notices in respect of its Term Loans or Term Loan Commitments required to be delivered to Lenders pursuant to Article II and (ii) advice of counsel to the Lenders, the Auction Manager or the Administrative Agent or challenge the attorney-client privilege afforded to such Persons; provided that Affiliated Investment Funds shall not be subject to such limitation; (D) at the time any Affiliated Lender is making purchases of Term Loans pursuant to a Dutch Auction or an open market purchase it shall enter into an Assignment and Assumption; (E) any Term Loans acquired by an Affiliated Lender may, with the consent of the Borrower, be contributed to the Borrower (whether through any of its direct or indirect parent entities or otherwise) and exchanged for Indebtedness or Capital Stock of such parent entity or the Borrower that are otherwise permitted to be issued by such entity at such time, provided that any such Term Loans so contributed shall be immediately Cancelled; (F) the aggregate principal amount of all Term Loans which may be purchased through Dutch Auctions or assigned through open market purchases shall not exceed (as calculated at the time of the consummation of any aforementioned Purchases or assignments) in the case of Restricted Affiliated Lenders and together with all other Restricted Affiliated Lenders, 25% of the aggregate principal amount of the Term Loans then outstanding and Term Loan Commitments; (G) notwithstanding any other provision herein to the contrary, in the event that a Loan Party is the subject of a proceeding of the type described in Section 10.01(f) (such proceeding, a “Loan Party Insolvency”), each Restricted Affiliated Lender shall grant to the Administrative Agent a power of attorney, giving the Administrative Agent the right to vote each Restricted Affiliated Xxxxxx’s claims on all matters submitted to the Lenders for consent in respect of such Loan Party Insolvency, and the Administrative Agent shall approve such claims in the same proportion as the Term Loan majority of Lenders (other than Restricted Affiliated Lenders) that are not the Sponsor or Non-Debt Fund Affiliates consented voted on each matter submitted to such matterLenders for approval; provided that (1) the foregoing shall not permit the Administrative Agent to consent to, unless such matter requires the consent or refrain from, giving approval in respect of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) Title 11 of the Bankruptcy Code of the Loan Party that is the subject of the Loan Party Insolvency (or any similar provision in any other Debtor Relief Lawssuch plan of reorganization being a “Loan Party Plan of Reorganization”), if any Restricted Affiliated Lender would, as a consequence thereof, receive treatment under such Loan Party Plan of Reorganization that, on a ratable basis, would be inferior to that of the Lenders (other than such Restricted Affiliated Lenders) holding the same Tranche of Term Loans as the affected Restricted Affiliated Lender (such Lenders being, “Non-Restricted Persons”) and any such vote Loan Party Plan of Reorganization shall require the consent of such Restricted Affiliated Lender and (2) to the extent any Non-Restricted Person would receive superior treatment as part of any Loan Party Plan of Reorganization, as compared to any Restricted Affiliated Lender, pursuant to any investment made, or other action taken, by such Non-Restricted Person in accordance with such Loan Party Plan of Reorganization (but excluding the Term Facility), then such Restricted Affiliated Lender’s consent shall not be counted required, so long as such Restricted Affiliated Lender was afforded the opportunity to ratably participate in determining whether the applicable class has accepted such investment or rejected to take such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject action pursuant to the limitations set forth therein; (iv) (A) the aggregate principal amount Loan Party Plan of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counselReorganization; and (viH) no proceeds of the portion of any ABL Facility Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded used to purchase Term Loans in determining Required Lenders at any timeDutch Auction Purchase or open market purchase. Each Affiliated Lender that is a Term Loan Lender hereunder agrees Notwithstanding anything to comply with the terms of contrary herein, this Section 10.6(c12.04(a)(iv) (notwithstanding that it may be granted access shall supersede any provisions in Section 12.06 to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignmentcontrary.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans on a non-pro rata basis to an Affiliated Lender (including Affiliated Investment Funds) through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available (x) Dutch Auctions open to all Term Loan Lenders on a pro rata basis or (a y) open market purchases, in each case in accordance with the terms of this Agreement (including Section 12.04), subject, to the extent applicable, to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction”),” in each case, and subject to the following further limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an no Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed required to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) belowmake a representation that, shall have been satisfied upon consummation as of the applicable date of any assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will , it is not (A) have the right in possession of information that has not been disclosed to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, the Auction Manager and Lenders and that may be material to a Lender’s decision to participate in such assignment or purchase; and each Lender participating in any assignment to Affiliated Lender acknowledges and agrees that in connection with such assignment, (C1) access any electronic site established for the Affiliated Lenders then may have, and later may come into possession of material non-public information, (2) such Lender has independently and, without reliance on the Affiliated Lenders or confidential communications from counsel any of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries or the Administrative Agent, the Auction Manager or any of their respective Related Parties, made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the material non-public information, (3) none of the Affiliated Lenders or financial advisors any of their Subsidiaries or Holdings, the Borrower or any of their Subsidiaries shall be required to make any representation that it is not in possession of material non-public information, (4) none of the Affiliated Lenders or any of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries or the Administrative Agent, the Auction Manager or any of their respective Related Parties shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Affiliated Lenders or any of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries or the Administrative Agent, the Auction Manager or any of their respective Related Parties, under applicable laws or otherwise, with respect to the nondisclosure of the material non-public information and (5) that the material non-public information may not be available to the Administrative Agent or the other Lenders; (iiiB) (A) with respect to Restricted Affiliated Lenders only, notwithstanding anything in Section 12.12 or the definition of “Required Lenders” to the contrary, for purposes of any consent determining whether the Lenders have (1) consented to any amendment, waiver or modification of, or any action under, and for the purpose of any direction Loan Document (including such modifications pursuant to Section 12.12), (2) otherwise acted on any matter related to any Loan Document or (3) directed or required the Administrative Agent, the Auction Manager, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement with respect to or under any other Credit Loan Document, except in the Sponsor and each Non-Debt Fund Affiliate will case of any Restricted Affiliated Lender Amendment, the aggregate amount of Term Loans owed to the Restricted Affiliated Lenders or Term Loan Commitments of the Restricted Affiliated Lenders shall be disregarded for purposes of calculating Required Lenders; provided, however, if the Lenders (other than the Restricted Affiliated Lenders) shall have consented to such amendment, waiver or modification or otherwise approved such action, then the Restricted Affiliated Lender shall be deemed to have affirmatively consented to such amendment, waiver, modification or other action; provided further, any amendment, waiver or modification of any Loan Document that (v) reduces the principal amount of any Term Loans or the interest rate, fees or premium, if any, applicable thereto or otherwise reduces the Obligations, (w) increases the Term Loan Commitments of each Lender, (x) extends the dates on which any interest or principal payment would otherwise be due to a Lender, (y) requires the consent of each Lender directly and adversely affected thereby pursuant to the first proviso of Section 12.12(a) or (z) results in an adverse effect to a Restricted Affiliated Lender as compared to other Lenders (each of the foregoing clauses (x), (y) and (z) being a “Restricted Affiliated Lender Amendment”), in each case shall require the affirmative consent of each Restricted Affiliated Lender affected thereby; (C) Restricted Affiliated Lenders shall not receive (i) information provided solely to Lenders by the Administrative Agent, the Auction Manager or any Lender and shall not be permitted to attend or participate in meetings or conference calls attended solely by Lenders, the Auction Manager and the Administrative Agent and their advisors, other than the right to receive notices of Borrowings, notices of prepayments and other administrative notices in respect of its Term Loans or Term Loan Commitments required to be delivered to Lenders pursuant to Article II and (ii) advice of counsel to the Lenders, the Auction Manager or the Administrative Agent or challenge the attorney-client privilege afforded to such Persons; provided that Affiliated Investment Funds shall not be subject to such limitation; (D) at the time any Affiliated Lender is making purchases of Term Loans pursuant to a Dutch Auction or an open market purchase it shall enter into an Assignment and Assumption; (E) any Term Loans acquired by an Affiliated Lender may, with the consent of the Borrower, be contributed to the Borrower (whether through any of its direct or indirect parent entities or otherwise) and exchanged for Indebtedness or Capital Stock of such parent entity or the Borrower that are otherwise permitted to be issued by such entity at such time, provided that any such Term Loans so contributed shall be immediately Cancelled; (F) the aggregate principal amount of all Term Loans which may be purchased through Dutch Auctions or assigned through open market purchases shall not exceed (as calculated at the time of the consummation of any aforementioned Purchases or assignments) in the case of Restricted Affiliated Lenders and together with all other Restricted Affiliated Lenders, 25% of the aggregate principal amount of the Term Loans then outstanding and Term Loan Commitments; (G) notwithstanding any other provision herein to the contrary, in the event that a Loan Party is the subject of a proceeding of the type described in Section 10.01(f) (such proceeding, a “Loan Party Insolvency”), each Restricted Affiliated Lender shall grant to the Administrative Agent a power of attorney, giving the Administrative Agent the right to vote each Restricted Affiliated Lender’s claims on all matters submitted to the Lenders for consent in respect of such Loan Party Insolvency, and the Administrative Agent shall approve such claims in the same proportion as the Term Loan majority of Lenders (other than Restricted Affiliated Lenders) that are not the Sponsor or Non-Debt Fund Affiliates consented voted on each matter submitted to such matterLenders for approval; provided that (1) the foregoing shall not permit the Administrative Agent to consent to, unless such matter requires the consent or refrain from, giving approval in respect of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) Title 11 of the Bankruptcy Code of the Loan Party that is the subject of the Loan Party Insolvency (or any similar provision in any other Debtor Relief Lawssuch plan of reorganization being a “Loan Party Plan of Reorganization”), if any Restricted Affiliated Lender would, as a consequence thereof, receive treatment under such Loan Party Plan of Reorganization that, on a ratable basis, would be inferior to that of the Lenders (other than such Restricted Affiliated Lenders) holding the same Tranche of Term Loans as the affected Restricted Affiliated Lender (such Lenders being, “Non-Restricted Persons”) and any such vote Loan Party Plan of Reorganization shall require the consent of such Restricted Affiliated Lender and (2) to the extent any Non-Restricted Person would receive superior treatment as part of any Loan Party Plan of Reorganization, as compared to any Restricted Affiliated Lender, pursuant to any investment made, or other action taken, by such Non-Restricted Person in accordance with such Loan Party Plan of Reorganization (but excluding the Term Facility), then such Restricted Affiliated Lender’s consent shall not be counted required, so long as such Restricted Affiliated Lender was afforded the opportunity to ratably participate in determining whether the applicable class has accepted such investment or rejected to take such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf of the Sponsor or such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any vote of the type described in the foregoing clause (B), but in any event, subject action pursuant to the limitations set forth therein; (iv) (A) the aggregate principal amount Loan Party Plan of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counselReorganization; and (viH) no proceeds of the portion of any ABL Facility Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded used to purchase Term Loans in determining Required Lenders at any timeDutch Auction Purchase or open market purchase. Each Affiliated Lender that is a Term Loan Lender hereunder agrees Notwithstanding anything to comply with the terms of contrary herein, this Section 10.6(c12.04(a)(iv) (notwithstanding that it may be granted access shall supersede any provisions in Section 12.06 to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignmentcontrary.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliatean Affiliated Lender, (A) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that (x) the requirements set forth in this clause (i) and clause (iv) belowSection 12.07(i), shall have been satisfied upon consummation of the applicable assignment; and (y) either (1) such Affiliated Lender is not in possession of material non-public information that has not been disclosed to the assigning Term Loan Lender or (2) such Affiliated Lender cannot make the representation set forth in Section 12.07(i)(i)(y) hereof; (ii) the Sponsor assigning Lender and Non-Debt Fund Affiliates the Affiliated Lender purchasing such Lender’s portion of the Term Loan shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit Z hereto (an “Affiliated Lender Assignment and Assumption”); (iii) Affiliated Lenders will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowers, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iiiiv) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement or any other Credit Loan Document, the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates Affiliated Lenders that have consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders in any material respect, provided, that are not in no event shall an amendment, waiver or modification cause the Sponsor Commitments of any Affiliated Lender to increase, extend the due date for the payments of interest and scheduled amortization (including on the Term Loan Maturity Date) owing to any Affiliated Lender or Non-Debt Fund Affiliatesreduce the amounts owing to any Affiliated Lender, in each case, without the consent of such Affiliated Lender, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(Biv)(B) unless such Plan disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Affiliated Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, and (C) the Sponsor and each Non-Debt Fund Affiliate Affiliated Lender hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund AffiliateAffiliated Lender’s attorney-in-fact, to vote on behalf with full authority in the place and stead of such Affiliated Lender and in the Sponsor or name of such Non-Debt Fund Affiliate Affiliated Lender (solely in respect of Term Loans and Incremental Term Loans held thereby therein and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate Affiliated Lender may otherwise have) ), from time to time in connection with the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of this clause (iv), including to ensure that any vote of such Affiliated Lender on any Plan is (at the type described Administrative Agent’s sole option) withdrawn, otherwise not counted or made in accordance with the votes of the non-Affiliated Lenders in the foregoing clause (B), but in any event, subject to same proportion as the limitations set forth thereinnon-Affiliated Lenders have voted; (iv) (Av) the aggregate principal amount of the Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders may not exceed 20% fifteen percent (15%) of the then aggregate outstanding principal amount of the Term Loans; and ; (Bvi) the aggregate number of Debt Fund Affiliates that are Affiliated Lenders may shall not exceed 49.0% constitute more than forty-nine percent (49%) of the aggregate total number of all Term Loan Lenders; (vvii) no the Affiliated Lender, in its capacity as such, Lender will not be entitled to bring actions against the Administrative Agent, in its role as such (except with respect all of which claims each Affiliated Lender hereby releases and agrees to any claim that indemnify, defend and hold the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders), Secured Parties harmless from) or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and; (viviii) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates Affiliated Lenders required to be held by Lenders in order for such Lenders to constitute “Required Lenders” or Required Term Loan Lenders shall be disregarded in determining Required Lenders or Required Term Loan Lender at any timetime or to meet any minimum head-count; and (ix) to the extent that any Affiliated Lender receives an offer from the Borrowers to repurchase Term Loans on a pro rata basis, such Affiliated Lender shall be required to accept such offer. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c12.07(i) (notwithstanding that it may be granted access to the Platform or any other an electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment. For the avoidance of doubt, Lenders shall not be permitted to assign any other Term Loan (except in accordance with the foregoing provisions) or any Revolving Commitments or Revolving Loans (or grant any participation therein) to an Affiliated Lender and any purported assignment of or participation in each other Term Loan any Revolving Commitments or Revolving Loans to an Affiliated Lender shall be null and void (or at the Administrative Agent’s election, any Commitments or Loans purported to be acquired by such Affiliated Lender shall be deemed permanently canceled and discharged).

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Loan Lender may, at any time, assign all or a portion of its Term Loans Loan (or any Additional Term Loan Facility) on a non-pro rata basis to an Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations: (i) in In connection with an assignment to the Sponsor or any a Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an Affiliated Lender to the assigning Term Loan Lender Txxx Xxxxxx and the Administrative Agent prior to the execution of such assignment and (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (if)(i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Administrative Agent or any other Lender, except to the extent made available to the Borrowersa Borrower, (B) attend or participate in meetings attended solely by the Lenders and the Administrative Agent, or (C) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders; (iii) (A) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement or any other Credit Loan Document, the Sponsor and each Non-Debt Fund Affiliate will be deemed to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”), the Sponsor and each Non-Debt Fund Affiliate hereby agrees (x) not to vote on such Plan, (y) if the Sponsor or such Non-Debt Fund Affiliate does vote on such Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request by any party for a determination by the Bankruptcy Court bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) adversely affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared to more than other Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliatesin any material respect, and (C) the Sponsor and each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf with full authority in the place and stead of such Non-Debt Fund Affiliate and in the Sponsor or name of such Non-Debt Fund Affiliate (solely in respect of the Term Loans and Incremental Loan (or any Additional Term Loans held thereby Loan Facility) therein and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) ), from time to time in connection with the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of this clause (iii), including to ensure that any vote of the type described in the foregoing clause (B), but in such Non-Debt Fund Affiliate on any event, subject to the limitations set forth thereinPlan is withdrawn or otherwise not counted; (iv) (A) the aggregate principal amount of Term Loans held at any one time by the Sponsor and Non-Debt Fund Affiliates may Affiliated Lender will not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates that are Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled to bring actions against the Administrative Agent, in its role as such (except with respect to any claim that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative to the other Lenders)such, or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignment.

Assignments to Affiliated Lenders. (i) Notwithstanding anything else to the contrary contained in this Agreement to the contraryAgreement, any Term Loan Lender may, at any time, may assign all or a portion of its Term Loans on a non-pro rata basis to an any Affiliated Lender through open-market purchases, or in accordance with the procedures set forth on Appendix C pursuant to an offer made available to all Term Loan Lenders on a pro rata basis (a “Dutch Auction”Section 11.2(b) and this Section 11.2(g), subject to the following limitations; provided that: (i) in connection with an assignment to the Sponsor or any Non-Debt Fund Affiliate, (A) the Sponsor or such Non-Debt Fund Affiliate shall have identified itself in writing as an assigning Lender and Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the assigning Term Loan Lender and the Administrative Agent prior to an assignment agreement substantially in the execution form of such assignment and Exhibit I hereto (an “Affiliated Lender Assignment”) in lieu of an Assignment; (B) the Sponsor or such Non-Debt Fund Affiliate shall be deemed to have represented and warranted to the assigning Term Loan Lender and the Administrative Agent that the requirements set forth in this clause (i) and clause (iv) below, shall have been satisfied upon consummation of the applicable assignment; (ii) the Sponsor and Non-Debt Fund Affiliates will in the aggregate shall not own in excess of 20% of all Term Loans outstanding at any time; and (AC) Affiliated Lenders shall collectively constitute no more than three (3) Lenders. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have the any right to receive information, reports (i) attend (including by telephone) any meeting or other materials provided solely to Lenders by the Administrative discussions (or portion thereof) among any Agent or any other LenderLender to which representatives of the Loan Parties are not invited, (ii) receive any information or material prepared by any Agent or any Lender or any communication by or among one or more Agents and/or one or more Lenders (and their auditors, advisors and attorneys), except to the extent such information or materials have been made available to any Loan Party or its representatives (and in any case, other than the Borrowers, (B) attend or participate right to receive notices of prepayments and other administrative notices in meetings attended solely by the respect of its Term Loans required to be delivered to Lenders and the Administrative Agentpursuant to Article 2), or (Ciii) access make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative claim, in its capacity as a Lender, against any 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 Lenders;Loan Documents. (iii) (A) Notwithstanding anything in Section 11.1 or the definition of “Required Lenders” to the contrary, for purposes of any consent determining whether the Required Lenders have (i) consented (or not consented) to any amendment, waiver modification, waiver, consent or modification ofother action with respect to any of the 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 any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under, this Agreement with respect to or under any other Credit Loan Document, all Term Loans held by any Non-Debt Fund Affiliate shall be deemed to be not outstanding for all purposes of calculating whether the Sponsor Required Lenders have taken any actions and each no Non-Debt Fund Affiliate shall be entitled to vote hereunder in connection with such Term 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 deemed extended and the amounts owing to have consented in the same proportion as the Term Loan Lenders that are not the Sponsor or Non-Debt Fund Affiliates consented to such matter, unless such matter requires the consent of all or all affected Lenders or disproportionately (and adversely) affects the Sponsor or any such Non-Debt Fund Affiliate in its capacity as a Lender as compared to other Term Loan Lenders that are will not be reduced without the Sponsor or written consent of such Non-Debt Fund Affiliates, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Plan”)Affiliate. Additionally, the Sponsor Loan Parties and each Non-Debt Fund Affiliate hereby agrees agree that if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (xand 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 to vote on such Plan, (y) if the Sponsor or be counted except that such Non-Debt Fund Affiliate does Affiliate’s vote on such Plan notwithstanding the restriction (in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(eits capacity as a Lender) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not may be counted in determining whether to the applicable class has accepted or rejected extent any such Plan in accordance with Section 1126(c) plan of reorganization proposes to treat the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (z) not to contest any request Obligations held by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iii)(B) unless such Plan disproportionately (and adversely) affects the Sponsor or such Non-Debt Fund Affiliate in its capacity as a Lender as compared manner that is less favorable in any material respect to other Term Loan such Non-Debt Fund Affiliate than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Sponsor or Non-Debt Fund Affiliates, and (C) the Sponsor and each Borrower. Each Non-Debt Fund Affiliate hereby irrevocably authorizes and appoints the Administrative Agent (such appointment being coupled with an interest) as the Sponsor’s or such Non-Debt Fund Affiliate’s attorney-in-fact, to vote on behalf with full authority in the place and stead of such Non-Debt Fund Affiliate and in the Sponsor or name of such Non-Debt Fund Affiliate (solely in respect of Term Loans and Incremental Term Loans held thereby participations therein and not in respect of any other claim or status the Sponsor or such Non-Debt Fund Affiliate may otherwise have) in connection with any ), to vote of the type described such Non- Debt Fund Affiliate’s claims in the foregoing clause (B)same proportion, but in any eventfor or against, subject to the limitations set forth therein; (iv) (A) the aggregate principal amount of Term Loans held at any one time as votes were cast on each matter by the Sponsor and Non-Debt Fund Affiliates may not exceed 20% of the then aggregate outstanding principal amount of Term Loans; and (B) the aggregate number of Debt Fund Affiliates Lenders that are not Affiliated Lenders may not exceed 49.0% of the aggregate number of all Lenders; (v) no Affiliated Lender, in its capacity as such, will be entitled and take any action and to bring actions against the Administrative Agent, in its role as such (except with respect to execute any claim instrument that the Administrative Syndication Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionately adverse manner relative may deem reasonably necessary to carry out the other Lenders), or receive advice of counsel or other advisors to the Administrative Agent or any other Lenders or challenge the attorney client privilege of their respective counsel; and (vi) the portion of any Loans held by the Sponsor and Non-Debt Fund Affiliates shall be disregarded in determining Required Lenders at any time. Each Affiliated Lender that is a Term Loan Lender hereunder agrees to comply with the terms provisions of this Section 10.6(c) (notwithstanding that it may be granted access to the Platform or any other electronic site established for the Lenders by the Administrative Agent), and agrees that in any subsequent assignment of all or any portion of its Term Loans it shall identify itself in writing to the assignee as an Affiliated Lender prior to the execution of such assignmentparagraph.