Common use of Credit Bidding Clause in Contracts

Credit Bidding. Secured Parties hereby irrevocably authorize Agent (absent, with respect to any particular transaction, Agent receiving contrary written bidding instructions from the Required Lenders before such transaction), to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code, or any similar Laws in any other jurisdictions to which an Obligor is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Obligations owed to Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof shall be governed, directly or indirectly, by the vote of Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by Required Lenders contained in clauses (a) through (g) of Section 14.1.1 of this Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the discretion of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, and/or the PPSA, as applicable, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 363 thereof or 1129 any of the Bankruptcy Codeapplicable Debtor Relief Laws, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 12.2. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC and/or PPSA sales, as applicable, or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) The Administrative Agent, on behalf of the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transaction, Agent receiving contrary written bidding instructions from shall have the Required Lenders before such transaction), right to credit bid and purchase for the benefit of the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for equity interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 11.2. (ab) through Each of the Lenders (gon behalf of itself and any of its Affiliates that is a Secured Party) of Section 14.1.1 of this Agreement (provided and the Issuing Lender hereby agrees that, except as otherwise provided in any event, Loan Documents or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. Except with respect to the exercise of setoff rights of any Lender in accordance with Section 10.07 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Secured Parties hereby irrevocably authorize Agent the Administrative, as agent for and representative of the Secured Parties (absent, with respect to but not any particular transaction, Agent receiving contrary written bidding instructions from Lender or Lenders in its or their respective individual capacities unless the Required Lenders before such transactionshall otherwise agree in writing), at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar Laws laws in any other jurisdictions to which an Obligor is subjectjurisdictions, or (b) at any other sale or sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Lawapplicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in for the asset or assets so purchased (or in for the Equity Interest equity interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized (i) to form one or more acquisition vehicles and to make a bid, assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required LendersLenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g) of Section 14.1.1 10.01 of this Agreement Agreement), (provided thativ) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any eventsuch acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the consent of each Lender shall be required need for any amendment that would treat Secured Party or attempts acquisition vehicle to treat a Lender or a class of Lenders in a manner different than all other Lenders)take any further action, and (iiiv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders Secured Parties pro rata and the Equity Interest equity interests and/or debt instruments issued by any acquisition vehicle on account of the such Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Credit Bidding. Secured The Loan Parties and the Lenders hereby irrevocably authorize Agent (absentAgent, with respect to any particular transaction, Agent receiving contrary based upon the written bidding instructions from instruction of the Required Lenders before such transaction)Lenders, to (a) credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363, 1123 or 1129 363 of the Bankruptcy Code, Code or any similar Laws laws in any other jurisdictions to which an Obligor a Loan Party is subject, or (b) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Obligations owed to Secured Parties the Lenders shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Agent to credit bid and purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the acquired asset or assets on a ratable basis that would vest purchased by means of such credit bid) and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the liquidation proportion of such claims their Obligations credit bid in an amount proportional relation to the liquidated portion aggregate amount of the contingent claim amount used in allocating the contingent interestsObligations so credit bid) in the asset or assets so purchased (or in the Equity Interest or debt instruments Stock of the acquisition vehicle or vehicles that are used to consummate such purchase). In Except as provided above and otherwise expressly provided for herein or in the other Loan Documents, Agent will not execute nor deliver a release of any Lien on any Collateral. Upon request by Agent at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to, and in accordance with, this Section 5.7. Each Secured Party whose Obligations are credit bid under this Section 5.7 shall be entitled to receive interests in the Collateral or any other asset acquired in connection with any such credit bid Agent shall be authorized (i) to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for in the governance Stock of the acquisition vehicle or vehicles (provided that any actions by Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof shall be governed, directly or indirectly, by the vote of Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by Required Lenders contained in clauses (a) through (g) of Section 14.1.1 of this Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason consummate such acquisition) on a ratable basis in accordance with the percentage obtained by dividing (as a result of another bid being higher or better, because y) the amount of the Obligations assigned to of such Secured Party that were credit bid in such credit bid, by (z) the acquisition vehicle exceeds the aggregate amount of debt all Obligations that were credit bid by the acquisition vehicle or otherwise), in such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actioncredit bid.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the Required Lenders before such transaction)direction of the Majority Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Lawapplicable law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of Required the Majority Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by Required the Majority Lenders contained in clauses Section 9.01. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Credit Document or with the written consent of each Lender shall be required for the Administrative Agent and the Majority Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Credit Documents, or exercise any right that would treat or attempts it might otherwise have under applicable law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. Secured Parties hereby irrevocably authorize Agent (absenta) The Administrative Agent, with respect to any particular transactionon behalf of itself and the Lenders, Agent receiving contrary written bidding instructions from shall have the right, exercisable at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Capital Stock and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Capital Stock thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 12.2. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. Secured Parties hereby irrevocably authorize Agent (absenta) The Agent, with respect to any particular transactionon behalf of itself and the Lenders, Agent receiving contrary written bidding instructions from shall have the right, exercisable at the discretion of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Agent under the provisions of the Collateral in satisfaction of some UCC and/or the PPSA, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the Bankruptcy Codeany Debtor Relief Law, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Agent is authorized, on behalf of itself and the Lenders, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (provided which shall be deemed to be held for the ratable account of the Lenders on the basis of the Obligations so assigned by each Lender); provided, that any actions by the Agent with respect to such acquisition vehicle or vehicles, including any disposition Disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g) Section 13.1. Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Lender, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the other Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the discretion of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the other Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 13.9. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 9.02. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Lawapplicable Legal Requirements. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of at least the Required LendersLenders or their permitted Assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g) of Section 14.1.1 9.01 of this Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other LendersAgreement), and (iii) assign the applicable Obligations to the extent that Obligations that are assigned to an any such acquisition vehicle are not used to acquire Collateral in exchange for any reason (as a result of another bid being higher or better, because Equity Interests and/or debt issued by the amount of Obligations assigned to the applicable acquisition vehicle exceeds (which shall be deemed to be held for the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on ratable account of the applicable Secured Parties on the basis of the Obligations so assigned by each Secured Party). (b) Each Lender hereby agrees, on behalf of itself and each of its Affiliates that had been assigned to is a Secured Party, that, except as otherwise provided in any Loan Document or with the acquisition vehicle shall automatically be cancelledwritten consent of the Required Lenders, without the need for any Secured Party or any acquisition vehicle to it will not take any further actionenforcement action (other than the exercise of set-off rights), accelerate obligations under any of the Loan Documents, or exercise any right that it might otherwise have under applicable Legal Requirements to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral.

Credit Bidding. Secured Parties hereby irrevocably authorize Agent (absenta) Agent, with respect to any particular transactionon behalf of itself and the Lender Group and Bank Product Providers, Agent receiving contrary written bidding instructions from shall have the right, exercisable at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of Agent and the Lender Group and Bank Product Providers all or any portion of Collateral at any sale thereof conducted by Agent under the Obligations (including accepting some or all provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, Agent is authorized, on behalf of itself and the other members of the Lender Group and Bank Product Providers, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable members of the Lender Group and Bank Product Provider on the basis of the Obligations so assigned by each member of the Lender Group and Bank Product Provider); provided that any actions by Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 14.1. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a member of the Lender Group or a Bank Product Provider, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transaction, Agent receiving contrary written bidding instructions from shall have the right exercisable at the direction of the Required Lenders before such transaction), to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 12.2. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the direction of the Required Lenders before such transaction)Banks, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of the collateral for the Obligations (including accepting some pledged or all granted pursuant to the Loan Papers at any sale thereof conducted by the Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Codesection 363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Lawapplicable law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Obligations to any such acquisition vehicle in exchange for Equity and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof thereof, shall be governed, directly or indirectly, by the vote of the Required LendersBanks, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders Banks contained in clauses Section 14.2. (ab) through (g) Each Bank hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Paper or with the written consent of each Lender shall be required the Administrative Agent and the Required Banks, it will not take any enforcement action, accelerate obligations under any of the Loan Papers, or exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, UCC sales or other similar dispositions of collateral for any amendment that would treat the Obligations pledged or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) granted pursuant to the extent that Loan Papers. of reorganization, arrangement, adjustment or composition affecting the Obligations that are assigned or the rights of any Bank or to an acquisition vehicle are not used authorize the Administrative Agent to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account vote in respect of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for claim of any Secured Party or Bank in any acquisition vehicle to take any further actionsuch proceeding.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall, Agent receiving contrary written bidding instructions from upon the direction of the Required Lenders before such transaction)Lenders, have the right to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehiclesentities) for the benefit of the Administrative Agent and the Secured Parties all or any portion of the Collateral (ai) at any sale thereof conducted by the Administrative Agent at the direction of the Required Lenders under the provisions of the Uniform Commercial Code, including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code, (ii) at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof or a sale under Section 363, 1123 or 1129 a confirmed plan of the Bankruptcy Codereorganization, or any similar Laws in any other jurisdictions to which an Obligor is subject, (biii) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or Administrative Agent at the direction of) Agent of the Required Lenders (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchasebid, the Obligations owed to Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with in respect to of contingent or unliquidated claims receiving contingent interests interest in the acquired assets on a ratable basis (or Capital Stock of any acquisition entity used in connection with such acquisition) that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset claims. Such credit bid or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall purchase may be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Obligations to any such acquisition vehicle in exchange for Capital Stock and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehiclesvehicle, including any the disposition of the assets or Equity Interest and Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and Lenders without giving effect to the limitations on actions by of the Required Lenders contained in clauses (a) through (g) of Section 14.1.1 of this Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action11.12.

Credit Bidding. (a) The Administrative Agent, on behalf of the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some Administrative Agent or all otherwise under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the Bankruptcy CodeCode of the United States, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (the Administrative Agent or with the consent or at the direction of) Agent otherwise (whether by judicial action or otherwise) in accordance with any Applicable applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of the Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehiclesvehicle, including any disposition of the assets or of Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the 90731114_8 termination of this Agreement and without giving effect to the limitations on actions by of the Required Lenders contained in clauses Section 10.1. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. Secured Parties hereby irrevocably authorize Agent (absenta) The Agent, with respect to any particular transactionon behalf of itself and the Lenders, Agent receiving contrary written bidding instructions from shall have the right, exercisable at the discretion of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the Bankruptcy Codeany Debtor Relief Law, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Agent is authorized, on behalf of itself and the Lenders, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (provided which shall be deemed to be held for the ratable account of the Lenders on the basis of the Obligations so assigned by each Lender); provided, that any actions by the Agent with respect to such acquisition vehicle or vehicles, including any disposition Disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the a vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g) Section 13.1. Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Lender, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9.610 or all 9.620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the Bankruptcy CodeCode of the United States, including under Section 363, 1123 or 1129 of the Bankruptcy Codesection 363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Lawapplicable law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 11.10. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under applicable law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by Administrative Agent under the Obligations (including accepting some or all provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable LawGovernmental Rule. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Collateral consisting of equity interests and/or debt issued by SECOND AMENDED AND RESTATED CREDIT AGREEMENT the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof such equity interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g) Section 11.4. Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Governmental Rule to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. Secured Parties hereby irrevocably authorize Agent (absenta) The Administrative Agent, with respect to any particular transactionon behalf of itself and the LendersSecured Parties, Agent receiving contrary written bidding instructions from shall have the right , exercisable at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the LendersSecured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 12.2 (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan DocumentsDocument or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by Administrative Agent under the Obligations (including accepting some or all provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable LawGovernmental Rule. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Collateral consisting of equity interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof such equity interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g) Section 11.4. Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Governmental Rule to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. Secured Parties hereby irrevocably authorize Agent (absent, with respect to any particular transaction, Agent receiving contrary written bidding instructions from the Required Lenders before such transaction), to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code, or any similar Laws laws in any other jurisdictions to which an Obligor is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Obligations owed to Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof thereof, shall be governed, directly or indirectly, by the vote of Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by Required Lenders contained in clauses (a) through (g) of Section 14.1.1 of this the Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other Among Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the Required Lenders before such transaction)direction of the Majority Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Lawapplicable law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to 3rd Amended/Restated Credit Agreement any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of Required the Majority Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by Required the Majority Lenders contained in clauses Section 9.01. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Credit Document or with the written consent of each Lender shall be required for the Administrative Agent and the Majority Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Credit Documents, or exercise any right that would treat or attempts it might otherwise have under applicable law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. Secured Parties hereby irrevocably authorize Agent (absent, with respect to any particular transaction, Agent receiving contrary written bidding instructions from the Required Lenders before such transaction), to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code, or any similar Laws in any other jurisdictions to which an Obligor is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Obligations owed to Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof shall be governed, directly or indirectly, by the vote of Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by Required Lenders contained in clauses (a) through (g) of Section 14.1.1 of this Agreement (provided that, in any event, the consent of each Lender shall be required for any amendment that would treat or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Lenders and other Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transaction, Agent receiving contrary written bidding instructions from shall have the Required Lenders before such transaction), right to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (ax) at any sale thereof conducted under the provisions of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, including under Section Sections 363, 1123 or 1129 of the Bankruptcy Codethereof, or any similar Laws in any other jurisdictions to which an Obligor a Loan Party is subject, (by) at any sale thereof conducted by (or with the consent or at the direction of) the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, or (z) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (A) the Administrative Agent shall be authorized (i) to form one or more acquisition vehicles to make a bid, (iiB) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (ab)(i) through (gb)(vii) of Section 14.1.1 9.08 of this Agreement Agreement), (provided that, in any event, iii) the consent of each Lender Administrative Agent shall be required authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Capital Stock and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any amendment that would treat Secured Party or attempts acquisition vehicle to treat a Lender or a class of Lenders take any further action (and the limitations and requirements set forth in a manner different than all other LendersSection 9.04(c) shall not apply to such assignments), and (iiiiv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. (b) Each Lender hereby agrees that, except as otherwise provided in any Loan Document or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents, or exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Capital Stock and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Capital Stock thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 12.2. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Documents or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the discretion of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 12.2. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Documents or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the direction of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by Administrative Agent under the Obligations (including accepting some or all provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable LawGovernmental Rule. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Collateral consisting of equity interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof such equity interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g) Section 11.4. Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Governmental Rule to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (i) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the discretion of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, and/or the PPSA, as applicable, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 363 thereof or 1129 any of the Bankruptcy Codeapplicable Debtor Relief Laws, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 12.2. (aii) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC and/or PPSA sales, as applicable, or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the direction of the Required Lenders before such transaction)Banks, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of the collateral for the Obligations (including accepting some pledged or all granted pursuant to the Loan Papers at any sale thereof conducted by the Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Codesection 363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Lawapplicable law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Obligations to any such acquisition vehicle in exchange for Equity and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof thereof, shall be governed, directly or indirectly, by the vote of the Required LendersBanks, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders Banks contained in clauses Section 14.2. (ab) through (g) Each Bank hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Paper or with the written consent of each Lender shall be required the Administrative Agent and the Required Banks, it will not take any enforcement action, accelerate obligations under any of the Loan Papers, or exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, UCC sales or other similar dispositions of collateral for any amendment that would treat the Obligations pledged or attempts to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) granted pursuant to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionLoan Papers.

Credit Bidding. (a) The Administrative Agent, on behalf of itself and the other Secured Parties hereby irrevocably authorize Agent (absentParties, with respect to any particular transactionshall have the right, Agent receiving contrary written bidding instructions from exercisable at the discretion of the Required Lenders before such transaction)Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the other Secured Parties all or any portion of Collateral at any sale thereof conducted by the Obligations (including accepting some or all Administrative Agent under the provisions of the Collateral in satisfaction of some UCC, including pursuant to Sections 9-610 or all 9-620 of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including under Section 363, 1123 or 1129 of the Bankruptcy Code363 thereof, or any similar Laws in any other jurisdictions to which an Obligor is subjecta sale under a plan of reorganization, (b) or at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such Such credit bid and purchase, the Obligations owed to Secured Parties shall or purchase may be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interest or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid Agent shall be authorized (i) to form completed through one or more acquisition vehicles formed by the Administrative Agent to make a bidsuch credit bid or purchase and, (ii) in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interest thereof Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses Section 13.9. (ab) through (g) Each Lender hereby agrees, on behalf of Section 14.1.1 itself and each of this Agreement (provided its Affiliates that is a Secured Party, that, except as otherwise provided in any event, Loan Document or with the written consent of each Lender shall be required for the 93782947_8 Administrative Agent and the Required Lenders, it will not take any amendment enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that would treat or attempts it might otherwise have under Applicable Law to treat a Lender or a class of Lenders in a manner different than all other Lenders), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle at foreclosure sales, UCC sales or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interest and/or debt instruments issued by any acquisition vehicle on account other similar dispositions of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further actionCollateral.