Common use of Assignments to Affiliated Lenders Clause in Contracts

Assignments to Affiliated Lenders. Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans to an Affiliated Lender (including Affiliated Investment Funds) through (x) Dutch Auctions open to all Lenders on a pro rata basis or (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: (A) no Affiliated Lender shall be required to make a representation that, as of the date of any 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 connection with such assignment, (1) 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 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 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 have any #4848-1207-1386 164

Assignments to Affiliated Lenders. Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans to an Affiliated Lender (including Affiliated Investment Funds) through (x) Dutch Auctions open to all Lenders on a pro rata basis or (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: (A) no notwithstanding anything in Section 10.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Lenders have (1) consented to any amendment, waiver or modification of any 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 Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, 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 Lenders, the Sponsor and any Non-Debt Fund Affiliate will be deemed to have voted in the same proportion as Lenders that are not Affiliated Lenders voting on such matter; and the Sponsor and each Non-Debt Fund Affiliate each hereby acknowledges, agrees and 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 have been so voted, then such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant to Section 1126(e) of Title 11 of the United States Code such that the vote is not counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of Title 11 of the United States Code; provided that, for the avoidance of doubt, Debt Fund Affiliates shall not be subject to such limitation and shall be required entitled to make a representation vote as any other Lender; provided, further, that, notwithstanding the foregoing or anything herein to the contrary, Debt Fund Affiliates may not in the aggregate account -165- The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Assignment and Assumption executed by(vii) an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire and applicable Forms (unless the Assignee shall already be a Lender hereunder), together with (x) any processing and recordation fee and (y) any written consent to such assignment required by Section 10.6(b), the Administrative Agent shall promptly accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Any Lender may, without the consent of the date Borrower or the Administrative(c) Agent, sell participations to one or more banks or other entities (other than a natural person, a Defaulting Lender, Holdings or any Subsidiary of any assignmentHoldings) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, it is not in possession of information that has not been disclosed (B) such Lender shall remain solely responsible to the Administrative Agentother parties hereto for the performance of such obligations and (C) the Borrower, the Auction Manager Administrative Agent and the other Lenders shall continue to deal solely and that may be material to a Lender’s decision to participate in directly with such assignment or purchase; and each Lender participating in any assignment to Affiliated Lender acknowledges and agrees that in connection with such assignmentLender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires, subject to Section 10.1(b), the Affiliated Lenders then may have, consent of each Lender directly affected thereby pursuant to clauses (A) and later may come into possession (C) of material non-public information, Section 10.1(a) and (2) directly affects such Lender has independently and, without reliance on the Affiliated Lenders or any of their Subsidiaries, HoldingsParticipant. Subject to Section 10.6(c)(ii), the Borrower or any agrees that each Participant shall be entitled to the benefits of their Subsidiaries or Sections 2.13, 2.14 and 2.15 (subject to the Administrative Agentrequirements of those sections and Sections 2.16 and 2.17, and it being understood that the Auction Manager or any documentation required under Section 2.14(d), (e) and (g) shall be delivered solely to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of their respective Related PartiesSection 10.6(b) as though it were a Lender, made its own analysis and determination provided such Participant shall be subject to participate in such assignment notwithstanding such Xxxxxx’s lack of knowledge Section 10.6(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for U.S. federal income tax purposes as the agent of the material non-public informationBorrower, maintain a register on which it enters the name and address of each Participant and the commitment of, and the principal amounts (3and stated interest) none of of, each Participant’s interest in the Affiliated Lenders Loans or any of their Subsidiaries or Holdings, other obligations under the Borrower or any of their Subsidiaries shall be required to make any representation Loan Documents (the “Participant Register”); provided 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 no Lender shall have any #4848obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1207-1386 1641(c) of the United States Treasury Regulations. Unless otherwise required by the Internal Revenue Service (“IRS”), any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be conclusive and binding absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. A Participant shall not be entitled to receive any greater payment under Section(d) 2.13 or 2.14 than the applicable Lender would have been entitled to receive with respect to the -167-

Assignments to Affiliated Lenders. Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans Loan to an Affiliated Lender (including Affiliated Investment Funds) through (x) Dutch Auctions open to all Lenders on a pro rata basis or (y) open market purchases, in each case in accordance with the terms of this Agreement (including Section 12.0412.4), subject, to the extent applicable, to the restrictions NYDOCS02/1076196.5 61 set forth in the definitions of “Eligible Assignee” and “Dutch Auction,” in each case, and subject to the following further limitations: (A) no 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 10.1(f) (such proceeding, a “Loan Party Insolvency”), each Affiliated Lender shall be required to make a representation that, as of the date of any assignment, it is not in possession of information that has not been disclosed grant to the Administrative AgentAgent a power of attorney, giving the Auction Manager and Lenders and that may be material Administrative Agent the right to a vote each Affiliated Lender’s decision claims on all matters submitted to participate the Lenders for consent in respect of such assignment or purchaseLoan Party Insolvency, and the Administrative Agent shall approve such claims in the same proportion as the majority of Lenders (other than Affiliated Lenders) that voted on each matter submitted to such Lenders for approval; and each Lender participating in any assignment to Affiliated Lender acknowledges and agrees provided that in connection with such assignment, (1) the foregoing shall not permit the Administrative Agent to consent to, or refrain from, giving approval in respect of a plan of reorganization pursuant to Title 11 of the Bankruptcy Code of the Loan Party that is the subject of the Loan Party Insolvency (such plan of reorganization being a “Loan Party Plan of Reorganization”), if any 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 then may have(other than such Affiliated Lenders) holding the Term Loan as the affected Affiliated Lender (such Lenders being, “Non‑Restricted Persons”) and later may come into possession any such Loan Party Plan of material non-public information, Reorganization shall require the consent of such 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 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 Loan), then such Affiliate Lender’s consent shall not be required, so long as such Affiliate Lender has independently and, without reliance on was afforded 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, made its own analysis and determination opportunity to ratably participate in such assignment notwithstanding investment or to take such Xxxxxx’s lack action pursuant to the Loan Party Plan of knowledge of Reorganization. Notwithstanding anything to the material non-public informationcontrary herein, Section 12.4(a)(iv) shall supersede any provisions in Section 12.6 to the contrary. (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 have any #4848-1207-1386 164iv)

Assignments to Affiliated Lenders. Any Lender may, at any time, assign all or a portion of its rights and obligations obligation with respect to Term Loans under this Agreement to an Affiliated Lender (including Affiliated Investment Funds) pursuant to this Section 13.6 through (x) Dutch Auctions open to all Lenders of a particular Class of Term Loans subject to such Dutch Auction on a pro rata basis or (y) through 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 additional conditions and limitations: (Ai) no Affiliated Lenders shall not receive information provided solely to Lenders and the Administrative Agent and their respective advisors by the Administrative Agent or any Lender and shall not be permitted to attend or participate in meetings 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 make a representation that, as be delivered to Lenders pursuant to Article II; provided that Affiliated Investment Funds shall not be subject to such limitation; (ii) notwithstanding anything in Section 13.1 or the definition of the date of any assignment, it is not in possession of information that has not been disclosed “Required Lenders” to the Administrative Agentcontrary, for purposes of determining whether 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, have (1) the Affiliated Lenders then may haveconsented to any amendment, and later may come into possession waiver or modification of material non-public informationany Credit Document (including such modifications pursuant to Section 13.1), (2) such Lender has independently and, without reliance otherwise acted on the Affiliated Lenders or any of their Subsidiaries, Holdings, the Borrower or matter related to 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 Xxxxxx’s lack of knowledge of the material non-public informationCredit Document, (3) none of directed or required the Affiliated Lenders Administrative Agent or any of their Subsidiaries Lender to undertake any action (or Holdingsrefrain from taking any action) with respect to or under any Credit Document, 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 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 Lenders, Affiliated Lenders will be deemed to have voted in the same proportion as Lenders that are not Affiliated Lenders voting on such matter; and each Affiliated Lender hereby acknowledges, agrees and consents that if, for any reason, its vote to accept or reject any plan pursuant to Title 11 of their Subsidiariesthe United States Code) is not deemed to have been so voted, Holdings, then such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant to Section 1126(e) of Title 11 of the Borrower or any of their Subsidiaries or United States Code such that the Administrative Agent, vote is not counted in determining whether the Auction Manager or any of their respective Related Parties shall have any #4848-1207-1386 164applicable