Common use of Assignments without consent Clause in Contracts

Assignments without consent. (i) If any assignment or participation under this Section 9.9 is made to any Disqualified Person without the Borrower’s prior written consent in violation of clause (b)(iv) above, then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Term Loans held by such Disqualified Person, prepay such Term Loans by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Person paid to acquire such Term Loans, in each case plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents and/or (C) require such Disqualified Person to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 9.9), all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Eligible Assignees; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) the principal amount thereof and (2) the amount that such Disqualified Person paid for the applicable Loans and participations in Letters of Credit and Swing Loans, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, and in no event shall Borrower use the proceeds from any Loans hereunder for such purposes, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Person under Section 10.4 if any Term SOFR Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 9.9 (except that any Term Loan acquired by any Affiliated Lender pursuant to this paragraph will not be included in calculating compliance with the Affiliated Lender Cap for a period of 90 days following such transfer; provided that, to the extent the aggregate principal amount of Term Loans held by Affiliated Lenders exceeds the Affiliated Lender Cap on the 91st day following such transfer, then such excess amount shall either be (x) contributed to the Borrower or any of its Subsidiaries and retired and cancelled immediately upon such contribution or (y) automatically cancelled), and (IV) in no event shall such Disqualified Person be entitled to receive amounts set forth in Section 1.3(c). Further, the Borrower may, upon notice to the Agent, require that such Disqualified Person (A) will not receive information or reporting provided to the Lenders by any Credit Party, the Agent or any Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Agent, and (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall not have any right to consent (or not consent), otherwise act or direct or require the Agent or any Lender to take (or refrain from taking) any such action, and each Disqualified Person will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Persons consented to such matter, and (y) hereby agrees that if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Credit Party, such Disqualified Person hereby agrees (1) not to vote on plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”), (2) if such Disqualified Person does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), 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 (3) 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 (2). For the sake of clarity, the provisions in this Section 9.9(j) shall not apply to any Person that is an assignee of a Disqualified Persons, if such assignee is not a Disqualified Person.

Assignments without consent. (i) If any assignment or participation under this Section 9.9 is made to any Disqualified Person without the Borrower’s prior written consent in violation of clause (b)(iv) above, then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Term Loans Loans, held by such Disqualified Person, prepay such Term Loans by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Person paid to acquire such Term Loans, in each case plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents and/or (C) require such Disqualified Person to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 9.9), all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Eligible Assignees; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) the principal amount thereof and (2) the amount that such Disqualified Person paid for the applicable Loans and participations in Letters of Credit and Swing Loans, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, and in no event shall Borrower use the proceeds from any Loans hereunder for such purposes, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Person under Section 10.4 if any Term SOFR LIBOR Rate Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 9.9 (except that any Term Loan acquired by any Affiliated Lender pursuant to this paragraph will not be included in calculating compliance with the Affiliated Lender Cap for a period of 90 days following such transfer; provided that, to the extent the aggregate principal amount of Term Loans held by Affiliated Lenders exceeds the Affiliated Lender Cap on the 91st day following such transfer, then such excess amount shall either be (x) contributed to the Borrower or any of its Subsidiaries and retired and cancelled immediately upon such contribution or (y) automatically cancelled), and (IV) in no event shall such Disqualified Person be entitled to receive amounts set forth in Section 1.3(c). Further, the Borrower may, upon notice to the Agent, require that such Disqualified Person (A) will not receive information or reporting provided to the Lenders by any Credit Party, the Agent or any Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Agent, and (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall not have any right to consent (or not consent), otherwise act or direct or require the Agent or any Lender to take (or refrain 110 from taking) any such action, and each Disqualified Person will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Persons consented to such matter, and (y) hereby agrees that if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Credit Party, such Disqualified Person hereby agrees (1) not to vote on plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”), (2) if such Disqualified Person does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), 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 (3) 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 (2). For the sake of clarity, the provisions in this Section 9.9(j) shall not apply to any Person that is an assignee of a Disqualified Persons, if such assignee is not a Disqualified Person.

Assignments without consent. (i) If any assignment or participation under this Section 9.9 is made to any Disqualified Person without the Borrower’s prior written consent in violation of clause (b)(iv) above, then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Term Loans Loans, held by such Disqualified Person, prepay such Term Loans by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Person paid to acquire such Term Loans, in each case plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents and/or (C) require such Disqualified Person to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 9.9), all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Eligible Assignees; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) the principal amount thereof and (2) the amount that such Disqualified Person paid for the applicable Loans and participations in Letters of Credit and Swing Loans, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, and in no event shall Borrower use the proceeds from any Loans hereunder for such purposes, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Person under Section 10.4 if any Term SOFR LIBOR Rate Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 9.9 (except that any Term Loan acquired by any Affiliated Lender pursuant to this paragraph will not be included in calculating compliance with the Affiliated Lender Cap for a period of 90 days following such transfer; provided that, to the extent the aggregate principal amount of Term Loans held by Affiliated Lenders exceeds the Affiliated Lender Cap on the 91st day following such transfer, then such excess amount shall either be (x) contributed to the Borrower or any of its Subsidiaries and retired and cancelled immediately upon such contribution or (y) automatically cancelled), and (IV) in no event shall such Disqualified Person be entitled to receive amounts set forth in Section 1.3(c). Further, the Borrower may, upon notice to the Agent, require that such Disqualified Person (A) will not receive information or reporting provided to the Lenders by any Credit Party, the Agent or any Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Agent, and (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall not have any right to consent (or not consent), otherwise act or direct or require the Agent or any Lender to take (or refrain from taking) any such action, and each Disqualified Person will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Persons consented to such matter, and (y) hereby agrees that if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Credit Party, such Disqualified Person hereby agrees (1) not to vote on plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”), (2) if such Disqualified Person does 113 US-DOCS\99983253.20 vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), 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 (3) 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 (2). For the sake of clarity, the provisions in this Section 9.9(j) shall not apply to any Person that is an assignee of a Disqualified Persons, if such assignee is not a Disqualified Person.