Common use of Assignments to the Borrower Clause in Contracts

Assignments to the Borrower. Each Lender acknowledges that the Borrower is an Eligible Assignee hereunder and may purchase or acquire Loans hereunder from Lenders from time to time (x) pursuant to a Dutch Auction in accordance with the terms of this Agreement (including Section 10.6 hereof), subject to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction” or (y) pursuant to open market purchases, in each case, subject to the following limitations: (A) the Borrower agrees that, notwithstanding anything herein or in any of the other Loan Documents to the contrary, with respect to any Auction Purchase or other acquisition of Loans, (1) under no circumstances, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding, shall the Borrower be permitted to exercise any voting rights or other privileges with respect to any Loans and any Loans that are assigned to the Borrower shall have no voting rights or other privileges under this Agreement and the other Loan Documents and shall not be taken into account in determining any required vote or consent and (2) the Borrower shall not receive information provided solely to Lenders 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; rather, all Loans held by the Borrower shall be automatically Cancelled immediately upon the purchase or acquisition thereof in accordance with the terms of this Agreement (including Section 10.6 hereof); (B) at the time the Borrower is making purchases of Loans it shall enter into an Assignment and Assumption Agreement; (C) immediately upon the effectiveness of each Auction Purchase or other acquisition of Loans, a Cancellation (it being understood that such Cancellation shall not constitute a voluntary repayment of Loans for purposes of this Agreement) shall be automatically irrevocably effected with respect to all of the Loans and related Obligations subject to such Auction Purchase, with the effect that such Loans and related Obligations shall for all purposes of this Agreement and the other Loan Documents no longer be outstanding, and the Borrower and the Guarantors shall no longer have any Obligations relating thereto, it being understood that such forgiveness and cancellation shall result in the Borrower and the Guarantors being irrevocably and unconditionally released from all claims and liabilities relating to such Obligations which have been so cancelled and forgiven, and the Collateral shall cease to secure any such Obligations which have been so cancelled and forgiven; and (D) at the time of such Purchase Notice and Auction Purchase or other acquisition of Loans, no Default or Event of Default shall have occurred and be continuing and the Borrower or any of its Affiliates shall not be required to make any representation that it is not in possession of material non-public information with respect to the Borrower or its subsidiaries or their respective securities. Notwithstanding anything to the contrary herein, this Section 10.6(b)(iii) shall supersede any provisions in Section 2.12 to the contrary.

Assignments to the Borrower. Each Notwithstanding anything to the contrary contained in this Section 11.6 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 Lender acknowledges that 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 is an Eligible Assignee hereunder and may purchase on a non-pro rata basis through (i) one or acquire Loans hereunder from more modified Dutch auctions open to all Lenders from time to time (x) pursuant to a Dutch Auction in accordance with the terms of this Agreement (including Section 10.6 hereof), subject to the restrictions procedures set forth in the definitions of “Eligible Assignee” and “Dutch Auction” below or (yii) pursuant to open market purchasespurchases on a non-pro rata basis, in each case, case subject to the following limitations: (i) In the case of any Dutch auction, (A) notice of the Auction shall be made to all Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 11.6(f) and the Auction Procedures set forth on Exhibit L and are otherwise reasonably acceptable to the Borrower, the Auction Manager and the Administrative Agent; (ii) With respect to all repurchases made by the Borrower pursuant to this Section 11.6(f), (A) the Borrower agrees thatshall deliver to the Administrative Agent a certificate of 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 (x) the launch date of (I) the applicable Auction or (II) the open market purchases, notwithstanding anything herein as the case may be, and (y) the effective date of any corresponding Affiliate Assignment Agreement, it is not in possession of any information regarding the Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s ability to perform its obligations hereunder or any other matter that may be material to a decision by any Lender to participate in any such Auction or open market purchase or enter into any Affiliate Assignment Agreement or any of the other Loan Documents transactions contemplated thereby that has not previously been disclosed to the contraryAdministrative Agent, the Auction Manager (in connection with respect to any Auction Purchase or other acquisition of Loansan Auction, if applicable) and the Lenders, (1B) under no circumstances, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding, shall the Borrower be permitted to exercise any voting rights or other privileges with respect to any Loans and any Loans that are assigned to all such repurchases by the Borrower shall have no voting rights or other privileges under this Agreement and be made at a discount to the other Loan Documents and shall not be taken into account in determining any required vote or consent and par principal amount of the Term Loans assigned, (2C) the Borrower shall not receive information provided solely use the proceeds of any loans under the ABL Agreement or any other revolving credit loan to Lenders by acquire any such Term Loans and (D) the assigning Lender and the Borrower shall execute and deliver to the Administrative Agent or and, in connection with any Lender Auction, the Auction Manager, if applicable, an Affiliate Assignment Agreement; and shall not be permitted to attend or participate in meetings attended solely by Lenders and the Administrative Agent and their advisors; rather, all Loans held (iii) Following any repurchase by the Borrower shall pursuant to this Section 11.6(f), the Term Loans so repurchased shall, without further action by any Person, be automatically Cancelled immediately upon the purchase or acquisition thereof in accordance with the terms of this Agreement deemed cancelled for all purposes and no longer outstanding (including Section 10.6 hereofand may not be resold by Borrower); (B) at the time the Borrower is making purchases of Loans it shall enter into an Assignment and Assumption Agreement; (C) immediately upon the effectiveness of each Auction Purchase or other acquisition of Loans, a Cancellation (it being understood that such Cancellation shall not constitute a voluntary repayment of Loans for purposes of this Agreement) shall be automatically irrevocably effected with respect to all of the Loans and related Obligations subject to such Auction Purchase, with the effect that such Loans and related Obligations shall for all purposes of this Agreement and the all other Loan Documents no longer be outstandingDocuments, 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, and the Borrower and the Guarantors shall no longer have any Obligations relating thereto, it being understood that such forgiveness and cancellation shall result reduce the remaining installments of principal required by Section 2.5 in inverse order of maturity. In connection with any Term Loans repurchased and cancelled pursuant to this Section 11.6(f), the Administrative Agent is authorized to make appropriate entries in the Borrower and the Guarantors being irrevocably and unconditionally released from all claims and liabilities relating Register to such Obligations which have been so cancelled and forgiven, and the Collateral shall cease to secure reflect any such Obligations which have been so cancelled and forgiven; and (D) at the time of such Purchase Notice and Auction Purchase or other acquisition of Loans, no Default or Event of Default shall have occurred and be continuing and the Borrower or any of its Affiliates shall not be required to make any representation that it is not in possession of material non-public information with respect to the Borrower or its subsidiaries or their respective securities. Notwithstanding anything to the contrary herein, this Section 10.6(b)(iii) shall supersede any provisions in Section 2.12 to the contrarycancellation.

Assignments to the Borrower. Each Notwithstanding anything to the contrary contained in this Section 11.6 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 Lender acknowledges that 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 is an Eligible Assignee hereunder and may purchase on a non-pro rata basis through (i) one or acquire Loans hereunder from more modified Dutch auctions open to all Lenders from time to time (x) pursuant to a Dutch Auction in accordance with the terms of this Agreement (including Section 10.6 hereof), subject to the restrictions procedures set forth in the definitions of “Eligible Assignee” and “Dutch Auction” below or (yii) pursuant to open market purchasespurchases on a non-pro rata basis, in each case, case subject to the following limitations: (i) In the case of any Dutch auction, (A) notice of the Auction shall be made to all Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 11.6(f) and the Auction Procedures set forth on Exhibit K and are otherwise reasonably acceptable to the Borrower, the Auction Manager and the Administrative Agent; (ii) With respect to all repurchases made by the Borrower pursuant to this Section 11.6(f), (A) the Borrower agrees thatshall deliver to the Administrative Agent a certificate of 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 (x) the launch date of (I) the applicable Auction or (II) the open market purchases, notwithstanding anything herein as the case may be, and (y) the effective date of any corresponding Affiliate Assignment Agreement, it is not in possession of any information regarding the Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s ability to perform its obligations hereunder or any other matter that may be material to a decision by any Lender to participate in any such Auction or open market purchase or enter into any Affiliate Assignment Agreement or any of the other Loan Documents transactions contemplated thereby that has not previously been disclosed to the contraryAdministrative Agent, the Auction Manager (in connection with respect to any Auction Purchase or other acquisition of Loansan Auction, if applicable) and the Lenders, (1B) under no circumstances, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding, shall the Borrower be permitted to exercise any voting rights or other privileges with respect to any Loans and any Loans that are assigned to all such repurchases by the Borrower shall have no voting rights or other privileges under this Agreement and be made at a discount to the other Loan Documents and shall not be taken into account in determining any required vote or consent and par principal amount of the Term Loans assigned, (2C) the Borrower shall not receive information provided solely use the proceeds of any loans under the ABL Agreement or any other revolving credit loan to Lenders by acquire any such Term Loans and (D) the assigning Lender and the Borrower shall execute and deliver to the Administrative Agent or and, in connection with any Lender and shall not be permitted to attend or participate in meetings attended solely by Lenders and Auction, the Administrative Agent and their advisorsAuction Manager, if applicable, an Affiliate Assignment Agreement; rather, all Loans held and (iii) Following any repurchase by the Borrower shall pursuant to this Section 11.6(f), the Term Loans so repurchased shall, without further action by any Person, be automatically Cancelled immediately upon the purchase or acquisition thereof in accordance with the terms of this Agreement deemed cancelled for all purposes and no longer outstanding (including Section 10.6 hereofand may not be resold by Borrower); (B) at the time the Borrower is making purchases of Loans it shall enter into an Assignment and Assumption Agreement; (C) immediately upon the effectiveness of each Auction Purchase or other acquisition of Loans, a Cancellation (it being understood that such Cancellation shall not constitute a voluntary repayment of Loans for purposes of this Agreement) shall be automatically irrevocably effected with respect to all of the Loans and related Obligations subject to such Auction Purchase, with the effect that such Loans and related Obligations shall for all purposes of this Agreement and the all other Loan Documents no longer be outstandingDocuments, 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, and the Borrower and the Guarantors shall no longer have any Obligations relating thereto, it being understood that such forgiveness and cancellation shall result reduce the remaining installments of principal required by Section 2.5 in inverse order of maturity. In connection with any Term Loans repurchased and cancelled pursuant to this Section 11.6(f), the Administrative Agent is authorized to make appropriate entries in the Borrower and the Guarantors being irrevocably and unconditionally released from all claims and liabilities relating Register to such Obligations which have been so cancelled and forgiven, and the Collateral shall cease to secure reflect any such Obligations which have been so cancelled and forgiven; and (D) at the time of such Purchase Notice and Auction Purchase or other acquisition of Loans, no Default or Event of Default shall have occurred and be continuing and the Borrower or any of its Affiliates shall not be required to make any representation that it is not in possession of material non-public information with respect to the Borrower or its subsidiaries or their respective securities. Notwithstanding anything to the contrary herein, this Section 10.6(b)(iii) shall supersede any provisions in Section 2.12 to the contrarycancellation.

Assignments to the Borrower. Each 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 exist after giving effect thereto, each Term B Lender acknowledges that shall have the right at any time to sell, assign or transfer all or a portion of its applicable Term B Loans to the Borrower is an Eligible Assignee hereunder and may purchase or acquire Loans hereunder from Lenders from time to time (x) pursuant to on a Dutch Auction in accordance with the terms of this Agreement (including Section 10.6 hereof), subject to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction” or (y) pursuant to open market purchases, in each casenon-pro rata basis, subject to the following limitations: (Ai) Such sale, assignment or transfer shall be pursuant to either (1) one or more modified Dutch auctions conducted by the Borrower (each, an “Auction”) to repurchase all or any portion of the Term B Loans; provided that (x) notice of and the option to participate in the Auction shall be provided to all applicable Term B Lenders, which notice shall contain language identifying the Borrower as the purchaser, assignee or transferee, as applicable, and (y) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, which are consistent with this Section 10.06(h) and the Auction Procedures and are otherwise reasonably acceptable to the Borrower agrees that, notwithstanding anything herein and the Auction Manager or in (2) Permitted Open Market Purchases. (ii) The Borrower shall neither obtain nor have any of rights as a Term B Lender hereunder or under the other Loan Documents to the contrary, with by virtue of such assignment. (iii) With respect to any Auction Purchase or other acquisition of Loansall repurchases made by the Borrower pursuant to this Section 10.06(h), (1) under no circumstances, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding, shall the Borrower be permitted to exercise any voting rights or other privileges with respect to any Loans and any Loans that are assigned to the Borrower shall have no voting rights or other privileges under this Agreement and the other Loan Documents and shall not be taken into account in determining any required vote or consent and (2x) the Borrower shall not receive information provided solely use the proceeds of any Revolving Loan to Lenders by repurchase such Term B Loans and (y) the assigning Term B Lender and the Borrower shall execute and deliver to the Administrative Agent or any Lender and shall not be permitted and, if the repurchase is made pursuant to attend or participate in meetings attended solely by Lenders and an Auction, the Administrative Agent and their advisors; ratherAuction Manager, all Loans held by the Borrower shall be automatically Cancelled immediately upon the purchase or acquisition thereof in accordance with the terms of this Agreement (including Section 10.6 hereof); (B) at the time the Borrower is making purchases of Loans it shall enter into an Assignment and Assumption Agreement; (C) immediately upon the effectiveness of each Auction Purchase or other acquisition of Loans, a Cancellation (it being understood that such Cancellation shall not constitute a voluntary repayment of Loans for purposes of this Agreement) shall be automatically irrevocably effected with respect to all of such repurchase. (iv) Following a repurchase by the Borrower pursuant to this Section 10.06(h), (1) the Term B Loans so repurchased shall, immediately and related Obligations subject to such Auction Purchasewithout further action by any Person, with be deemed canceled and no longer outstanding (and may not be resold by the effect that such Loans and related Obligations shall Borrower) for all purposes of this Agreement and the all other Loan Documents no longer be outstandingDocuments, and including, but not limited to (x) the Borrower and making of, or the Guarantors shall no longer have application of, any Obligations relating thereto, payments to the applicable Term B Lenders under this Agreement or any other Loan Document (it being understood that the remaining outstanding Term B Loans not so repurchased shall continue to be subject to the amortization provisions set forth in Section 2.06(c) or Section 2.06(d), as applicable, (y) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (z) the determination of the Required Lenders or the Required Term B Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document and (2) the remaining scheduled amortization payments relating to the Term B Loans so repurchased shall be ratably reduced on account of such forgiveness and cancellation repurchase (but, for the avoidance of doubt, any repurchase of Term B Loans by the Borrower in accordance with this Section 10.06(h) shall not result in a reduction of the Borrower and the Guarantors being irrevocably and unconditionally released from all claims and liabilities relating to such Obligations which have been so cancelled and forgivenamounts payable under Section 2.06(c) or Section 2.06(d), and the Collateral shall cease to secure any such Obligations which have been so cancelled and forgiven; and (D) at the time of such Purchase Notice and Auction Purchase or other acquisition of Loansas applicable, no Default or Event of Default shall have occurred and be continuing and the Borrower or any of its Affiliates shall not be required to make any representation that it is not in possession of material non-public information with respect to the Borrower or its subsidiaries or their respective securitiesTerm B Loans that have not been so repurchased). Notwithstanding anything In connection with any Term B Loans repurchased and canceled pursuant to the contrary herein, this Section 10.6(b)(iii) shall supersede 10.06(h), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any provisions in Section 2.12 to the contrarysuch cancellation.