Common use of Assignments to Borrower Clause in Contracts

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Term Loans owing to it to the Borrower on a non-pro rata basis subject to the following limitations: (i) The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans, provided that, (A) notice of the Auction shall be made to all Term Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 10.06(f) and the Auction Procedures set forth on Exhibit J and are otherwise reasonably acceptable to Borrower, the Auction Manager, and the Administrative Agent; (ii) With respect to all repurchases made by the Borrower pursuant to this Section 10.06(f), (A) Borrower shall deliver to the Auction Manager a certificate of an Responsible Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Lenders and (B) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate Assignment Agreement; (iii) Following any repurchase by the Borrower pursuant to this Section 10.06(f), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) no such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 10.6 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Closing Date Term Loan Commitment, Closing Date Term Loans, New Term Loan Commitment or New Term Loans owing to it to the Borrower or any of its Subsidiaries on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Closing Date Term Loan or New Term Loan and any related Closing Date Term Loan Commitments or New Term Loan Commitments), subject to the following limitations: (i) The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans, provided that, (A) notice of the Auction shall be made to all Administrative Agent (for distribution to the Term Lenders Loan Lenders) and (B) the Auction shall be conducted pursuant to such reasonable and customary procedures as the Auction Manager may establish which are consistent with this Section 10.06(f10.6(h) and the Auction Procedures procedures set forth on Exhibit J M and are otherwise reasonably acceptable to Borrower, the Auction Manager, and the Administrative Agent; (ii) With respect to all repurchases made by the Borrower pursuant to this Section 10.06(f10.6(h), (A) Borrower shall deliver to the Auction Manager a certificate of an Responsible Authorized Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s or any of its Subsidiaries’ ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Non-Public Lenders (taken into account all public information available about Borrower), (B) Borrower or any of its Subsidiaries shall not use the proceeds of any Revolving Loans to acquire such Term Loans and (BC) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate Assignment Agreement;; and (iii) Following any repurchase by the Borrower pursuant to this Section 10.06(f10.6(h), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by BorrowerBorrower (or its Subsidiaries, as applicable)), for all purposes of this Agreement and all other Loan Credit Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Credit Document or (C) the determination of Required Requisite Lenders, or for any similar or related purpose, including calculation of Retained Excess Cash Flow, under this Agreement or any other Loan Credit Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f10.6(h), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) no such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;.

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 10.6 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Term Loan Commitment or Term Loans owing to it to the Parent or Borrower or any of Parent’s other Subsidiaries on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Term Loan and any related Term Loan Commitments), subject to the following limitations: (i) The Borrower may conduct such sales, assignments or transfers shall be made through (A) open market purchases on a non-pro rata basis or (B) one or more modified Dutch auctions (each, an “Auction”) open to repurchase all or any portion of the Term Loans, Lenders on a pro rata basis; provided that, (A1) notice of the Auction shall be made to all Term Loan Lenders and (B2) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 10.06(f10.6(i) and the Auction Procedures set forth on Exhibit J and are otherwise reasonably acceptable to Borrower, the Auction Manager, and the Term Administrative Agent; (ii) With with respect to all repurchases made by the Borrower pursuant to this Section 10.06(f10.6(i), (A) Borrower each Person that purchases any Term Loans shall deliver to the Term Administrative Agent or Auction Manager Manager, as applicable, a certificate of an Responsible Authorized Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, either (x) it is not in possession of any information regarding Borrower, its Nord Anglia UK, their respective Subsidiaries or its their respective Affiliates, or their assets, the Borrower’s ability to perform its Credit Agreement Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Term Administrative Agent and the Non-Public Lenders and or (y) it cannot make such statement described in the immediately preceding subclause (x), (B) the proceeds of any Revolving Loans shall not be used to acquire such Term Loans, (C) the assigning Lender and the Borrower assignee shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate Assignment Agreement;, (D) in the case of open market purchases, at the time of purchase, the sum of Cash and Cash Equivalents of the Credit Parties, unused Revolving Commitments and unused commitments with respect to any other revolving Debt permitted under this Agreement shall not be less than $100,000,000 and (E) the aggregate principal amount of Term Loans of all Classes sold, assigned or transferred under this Section 10.6(i) shall not exceed 25% of Term Loans of all Classes at such time outstanding; and (iii) Following any following repurchase by the Borrower pursuant to this Section 10.06(f10.6(i), the Term Loans so repurchased shall, without further action by any Person, (A) if the assignee is Parent or a Subsidiary of Parent, be deemed to have been contributed or transferred (including all accrued and unpaid interest thereon), to Borrower; or (B) if the assignee is Borrower (including through contribution or transfers set forth in the preceding clause (A)), be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Loan Credit Documents, including, but not limited to (A1) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Credit Document, (B2) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Credit Document or (C3) the determination of Required Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Loan Credit Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) no such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;Section

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 10.6 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Term Loans owing to it to the Borrower on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan), subject to the following limitations: (i) The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans, provided that, (A) notice of the Auction shall be made to all Term Lenders of the applicable Class and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 10.06(f10.6(i) and the Auction Procedures set forth on Exhibit J M and are otherwise reasonably acceptable to Borrower, the Auction Manager, Manager and the Administrative Agent; (ii) With respect to all repurchases made by the Borrower pursuant to this Section 10.06(f10.6(i), (A) Borrower shall deliver to the Auction Manager a certificate of an Responsible Authorized Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Borrower Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Borrower Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Lenders Non-Public Lenders, (B) Borrower shall not use the proceeds of any extensions of credit under the Revolving Credit Agreement to acquire such Loans and (BC) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate a Borrower Assignment Agreement; (iii) Following any repurchase by the Borrower pursuant to this Section 10.06(f10.6(i), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Loan Credit Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Credit Document or (C) the determination of Required Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Loan Credit Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f10.6(i), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) For the avoidance of doubt, no such purchase open market purchases of Loans shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;permitted by Borrower.

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 10.6 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Term Loans owing to it to the Borrower on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan), subject to the following limitations: (i) The Borrower may (x) conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans, provided that, (A) notice of the Auction shall be made to all Term Lenders of the applicable Class and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 10.06(f10.6(i) and the Auction Procedures set forth on Exhibit J M and are otherwise reasonably acceptable to Borrower, the Auction ManagerManager and Administrative Agent or (y) after such time as a Designated Lender sells, and assigns or transfers all or a portion of Loans owing to it to any Person that is not a Designated Lender, make open market purchases of all or any portion of the Administrative AgentLoans; (ii) With respect to all repurchases made by the Borrower pursuant to this Section 10.06(f10.6(i)(i)(x), (A) Borrower shall deliver to the Auction Manager a certificate of an Responsible Authorized Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Borrower Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Borrower Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Lenders Non-Public Lenders, (B) Borrower shall not use the proceeds of any extensions of credit under the Revolving Credit Agreement to acquire such Loans and (BC) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate a Borrower Assignment Agreement; (iii) With respect to all open market purchases made by Borrower pursuant to Section 10.6(i)(i)(y), (A) Borrower shall deliver to the assigning Lender a certificate of an Authorized Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such open market purchase and (2) as of the effective date of such open market purchase and the effective date of the related assignment agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any open market purchase or enter into any assignment agreement with Borrower or any of the transactions contemplated thereby that has not previously been disclosed to the Administrative Agent and the Non-Public Lenders, (B) Borrower shall not use the proceeds of any extensions of credit under the Revolving Credit Agreement to acquire such Loans and (C) the assigning Lender and Borrower shall execute and deliver to Administrative Agent an assignment agreement in a form reasonably acceptable to the assigning Lender, Borrower and Administrative Agent and consistent with this Section 10.6(i)(iii); and (iv) Following any repurchase by the Borrower pursuant to this Section 10.06(f10.6(i), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Loan Credit Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Credit Document or (C) the determination of Required Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Loan Credit Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f10.6(i), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) no such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;.

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 10.6 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Closing Date Term Loan Commitment, Closing Date Term Loans, New Term Loan Commitment or New Term Loans owing to it to the Borrower or any of its Subsidiaries on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Closing Date Term Loan or New Term Loan and any related Closing Date Term Loan Commitments or New Term Loan Commitments), subject to the following limitations: (i) The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans, provided that, (A) notice of the Auction shall be made to all Administrative Agent (for distribution to the Term Lenders Loan Lenders) and (B) the Auction shall be conducted pursuant to such reasonable and customary procedures as the Auction Manager may establish which are consistent with this Section 10.06(f10.6(h) and the Auction Procedures procedures set forth on Exhibit J M and are otherwise reasonably acceptable to Borrower, the Auction Manager, and the Administrative Agent; (ii) With respect to all repurchases made by the Borrower pursuant to this Section 10.06(f10.6(h), (A) Borrower shall deliver to the Auction Manager a certificate of an Responsible Authorized Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s or any of its Subsidiaries’ ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Non-Public Lenders (taken into account all public information available about Borrower), (B) Borrower or any of its Subsidiaries shall not use the proceeds of any Revolving Loans under and as defined in the First Lien Credit Agreement, to acquire such Term Loans and (BC) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate Assignment Agreement;; and (iii) Following any repurchase by the Borrower pursuant to this Section 10.06(f10.6(h), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by BorrowerBorrower (or its Subsidiaries, as applicable)), for all purposes of this Agreement and all other Loan Credit Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Credit Document or (C) the determination of Required Requisite Lenders, or for any similar or related purpose, including calculation of Retained Excess Cash Flow, under this Agreement or any other Loan Credit Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f10.6(h), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) no such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;.

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 9.04 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Term Loans Loans, owing to it to the Borrower or any of its Subsidiaries on a non-pro rata basis basis, subject to the following limitations: (iA) The To effectuate such repurchase the Borrower may conduct or such Subsidiary of the Borrower must effectuate such repurchase (for all or any portion of the Loans) pursuant to one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans), provided that, (Ax) notice of the Auction shall be made to all Term Lenders Administrative Agent (for distribution to the Lenders) and (By) the Auction shall be conducted pursuant to such reasonable and customary procedures as the Auction Manager may establish which are consistent with this Section 10.06(f9.04(b)(v) and the Auction Procedures procedures set forth on Exhibit J L and are otherwise reasonably acceptable to Borrower, the Auction Manager, and the Administrative Agent; (iiB) With respect to all repurchases made by Borrower or such Subsidiary of the Borrower pursuant to this Section 10.06(f9.04(b)(v), (Ax) Borrower shall deliver to the Auction Manager a certificate of an a Responsible Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, it the Borrower is not in possession of any material non-public information regarding Borrower, its Subsidiaries Borrower or its AffiliatesSubsidiaries, or their assets, the Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the any Lenders (taken into account all public information available about Borrower and its Subsidiaries) and (By) the assigning Lender Lender, Borrower and any Subsidiary of the Borrower making such repurchase shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate Assignment Agreement;; and (iiiC) Following any repurchase by the Borrower pursuant to this Section 10.06(f9.04(b)(v), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by BorrowerBorrower (or its Subsidiaries, as applicable)), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (Ax) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (By) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (Cz) the determination of Required Lenders, or for any similar or related purpose, including calculation of Excess Cash Flow, under this Agreement or any other Loan Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f9.04(b)(v), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) no such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;.

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 14.3 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Term Loans owing to it to the Borrower on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments), subject to the following limitations: (ia) The Borrower may conduct one or more modified Dutch auctions (each, an “"Auction”") to repurchase all or any portion of the Term Loans, provided that, (A) notice of the Auction shall be made to all Term Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 10.06(f) 14.3.6 and the Auction Procedures set forth on Exhibit J D and are otherwise reasonably acceptable to Borrower, the Auction Manager, Manager and the Administrative Agent; (iib) With respect to all repurchases made by the Borrower pursuant to this Section 10.06(f)14.3.6, (A) Borrower shall deliver to the Auction Manager a certificate of an Responsible a Senior Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s 's ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Private Lenders and (B) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate Assignment Agreement;; and (iiic) Following any repurchase by the Borrower pursuant to this Section 10.06(f)14.3.6, the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f)14.3.6, the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) no such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;.

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 14.3 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Term Loans owing to it to the Borrower on a non-pro rata basis subject to the following limitations: (iprovided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments), through, at Borrower’s option, either (x) The Borrower may conduct one or more modified Dutch auctions conducted by Borrower (each, an “Auction”) to repurchase all or any portion of the Term LoansLoans or (y) repurchases of all or any portion of the Loans by Borrower through non-Auction repurchases, provided thatin each case subject to the following additional limitations: a. In the case of an Auction, (A) notice of the Auction shall be made to all Term Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 10.06(f) 14.3.6 and the Auction Procedures set forth on Exhibit J D and are otherwise reasonably acceptable to Borrower, the Auction Manager, Manager and the Administrative Agent; (ii) b. With respect to all repurchases made by the Borrower pursuant to this Section 10.06(f), 14.3.6, 1. in the case of an Auction: (A) Borrower shall deliver to the Auction Manager a certificate of an Responsible a Senior Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Private Lenders and (B) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager an Affiliate Assignment Agreement; and 2. in the case of non-Auction purchases: (A) Borrower shall deliver to the Administrative Agent a certificate of a Senior Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the date of any such purchase and the effective date of any Affiliate Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Administrative Agent and the Private Lenders and (B) the assigning Lender and Borrower shall execute and deliver to the Administrative Agent an Affiliate Assignment Agreement;; and (iii) c. Following any repurchase by the Borrower pursuant to this Section 10.06(f)14.3.6, the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f)14.3.6, the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) no such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;.

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 14.3 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Term Loans owing to it to the Borrower on a non-pro rata basis subject to the following limitations: (iprovided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments), through, at Borrower’s option, either (x) The Borrower may conduct one or more modified Dutch auctions conducted by Borrower (each, an “Auction”) to repurchase all or any portion of the Term LoansLoans or (y) repurchases of all or any portion of the Loans by Borrower through non-Auction repurchases, provided thatin each case subject to the following additional limitations: (a) In the case of an Auction, (A) notice of the Auction shall be made to all Term Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 10.06(f) 14.3.6 and the Auction Procedures set forth on Exhibit J D and are otherwise reasonably acceptable to Borrower, the Auction Manager, Manager and the Administrative Agent; (iib) With respect to all repurchases made by the Borrower pursuant to this Section 10.06(f)14.3.6, 236 (i) in the case of an Auction: (A) Borrower shall deliver to the Auction Manager a certificate of an Responsible a Senior Officer stating that (1) no Default or Event of 237 Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Private Lenders and (B) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate Assignment Agreement; (iii) Following any repurchase by the Borrower pursuant to this Section 10.06(f), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (ivii) in the case of non-Auction purchases: (A) Borrower shall deliver to the Administrative Agent a certificate of a Senior Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;repurchase and

Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 10.6 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Term Loan Commitment or Term Loans owing to it to the Parent or Borrower or any of Parent’s other Subsidiaries on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Term Loan and any related Term Loan Commitments), subject to the following limitations: (i) The Borrower may conduct such sales, assignments or transfers shall be made through (A) open market purchases on a non-pro rata basis or (B) one or more modified Dutch auctions (each, an “Auction”) open to repurchase all or any portion of the Term Loans, Lenders on a pro rata basis; provided that, (A1) notice of the Auction shall be made to all Term Loan Lenders and (B2) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 10.06(f10.6(i) and the Auction Procedures set forth on Exhibit J and are otherwise reasonably acceptable to Borrower, the Auction Manager, and the Term Administrative Agent; (ii) With with respect to all repurchases made by the Borrower pursuant to this Section 10.06(f10.6(i), (A) Borrower each Person that purchases any Term Loans shall deliver to the Term Administrative Agent or Auction Manager Manager, as applicable, a certificate of an Responsible Authorized Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, either (x) it is not in possession of any information regarding Borrower, its Nord Anglia UK, their respective Subsidiaries or its their respective Affiliates, or their assets, the Borrower’s ability to perform its Credit Agreement Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Term Administrative Agent and the Non-Public Lenders and or (y) it cannot make such statement described in the immediately preceding subclause (x), (B) the proceeds of any Revolving Loans shall not be used to acquire such Term Loans, (C) the assigning Lender and the Borrower assignee shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate Assignment Agreement;, (D) in the case of open market purchases, at the time of purchase, the sum of Cash and Cash Equivalents of the Credit Parties, unused Revolving Commitments and unused commitments with respect to any other revolving Debt permitted under this Agreement shall not be less than $100,000,000 and (E) the aggregate principal amount of Term Loans of all Classes sold, assigned or transferred under this Section 10.6(i) shall not exceed 25% of Term Loans of all Classes at such time outstanding; and (iii) Following any following repurchase by the Borrower pursuant to this Section 10.06(f10.6(i), the Term Loans so repurchased shall, without further action by any Person, (A) if the assignee is Parent or a Subsidiary of Parent, be deemed to have been contributed or transferred (including all accrued and unpaid interest thereon), to Borrower; or (B) if the assignee is Borrower (including through contribution or transfers set forth in the preceding clause (A)), be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Loan Credit Documents, including, but not limited to (A1) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Credit Document, (B2) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Credit Document or (C3) the determination of Required Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Loan Credit Document. In connection with any Term Loans repurchased and cancelled pursuant to this Section 10.06(f10.6(i), the Term Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation; and (iv) no such purchase shall be funded, directly or indirectly, with a drawing under the ABL Credit Agreement;.