Common use of Disqualified Lenders Clause in Contracts

Disqualified Lenders. The list of Disqualified Lenders will be available to the Lenders and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge and agree that the Administrative Agent shall not be deemed to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this Section 2.5(c), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to take) any action with respect thereto (it being understood that any assignment or participation to any Disqualified Lender without the Borrower Representative’s prior written consent thereto shall be without effect and void and the Administrative Agent shall not consider any Disqualified Lender to be a Lender or have any rights hereunder). The parties to this Agreement further acknowledge and agree that, notwithstanding the right of the Borrower Representative to supplement the list of Disqualified Lenders pursuant to clause (ii) of the definition thereof, in no event shall any such supplement apply retroactively to disqualify any Person or Persons that have previously acquired an assignment or participation interest under this Agreement that is otherwise permitted hereunder; provided that upon the effectiveness of any such supplement, any such Person or Persons shall not be permitted to acquire additional Loans, Commitments or participations hereunder.

Disqualified Lenders. The list of Disqualified Lenders will be available to the Lenders and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge and agree that the Administrative Agent shall not be deemed to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this Section 2.5(c), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to takei) any action with respect thereto (it being understood that If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the Borrower RepresentativeBorrower’s prior written consent thereto shall be without effect (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense and void effort, upon notice to the applicable Disqualified Person and the Administrative Agent shall not consider Agent, (A) terminate any Commitment of such Disqualified Lender to be a Lender or have any rights hereunder). The parties to this Agreement further acknowledge Person and agree that, notwithstanding the right repay all obligations of the Borrower Representative owing to supplement such Disqualified Person, (B) in the list case of any outstanding Loan and/or participation in any Letter of Credit held by such Disqualified Lenders Person, purchase such Loan or participation and/or (C) require such Disqualified Person to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.04), all of its interests, rights and obligations under this Agreement; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) par and (2) the amount that such Disqualified Person paid for the applicable Loans and participations in Letters of Credit, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Person under Section 2.17 if any Eurodollar Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.04 (except that no registration and processing fee required under this Section 10.04 shall be required with any assignment pursuant to clause this paragraph and (iiIV) of the definition thereof, in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted to (x) receive information (including financial statements) provided by any Loan Party, the Administrative Agent or any Lender and/or (y) attend and/or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders and the Administrative Agent, (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender or Issuing Lender to take (or refrain from taking) any such supplement apply retroactively action; it being understood that all Loans held by any Disqualified Person shall be deemed to disqualify be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any Person Class or all Lenders have taken any action, and (y) shall be deemed to vote in the same proportion as Lenders that are not Disqualified Persons that have previously acquired an assignment in any proceeding under any Federal, state or participation interest under this Agreement that is otherwise permitted hereunder; provided that upon foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the effectiveness of Borrower or any such supplement, any such Person or Persons other Loan Party and (C) shall not be permitted entitled to acquire additional Loansreceive the benefits of Section 10.03. For the sake of clarity, Commitments or participations hereunderthe provisions in this Section 10.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.

Disqualified Lenders. The list of Disqualified Lenders will be available to the Lenders and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge and agree that the Administrative Agent shall not be deemed to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this Section 2.5(c), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to takei) any action with respect thereto (it being understood that If any assignment or participation under this Section 9.04 is made to any Disqualified Lender without the Borrower RepresentativeBorrower’s prior written consent thereto shall be without effect (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense and void effort, upon notice to the applicable Disqualified Person and the Administrative Agent shall not consider Agent, (A) terminate any Commitment of such Disqualified Lender to be a Lender or have any rights hereunder). The parties to this Agreement further acknowledge Person and agree that, notwithstanding the right repay all obligations of the Borrower Representative owing to supplement such Disqualified Person, (B) in the list case of any outstanding Loan held by such Disqualified Lenders Person, purchase such Loan and/or (C) require such Disqualified Person to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all of its interests, rights and obligations under this Agreement; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) par and (2) the amount that such Disqualified Person paid for the applicable Loans, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, (II) [reserved], (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 9.04 (except that no registration and processing fee required under this Section 9.04 shall be required with any assignment pursuant to clause this paragraph) and (iiIV) of the definition thereof, in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted to (x) receive information (including financial statements) provided by any Loan Party, the Administrative Agent or any Lender and/or (y) attend and/or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such supplement apply retroactively action; it being understood that all Loans held by any Disqualified Person shall be deemed to disqualify be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any Person Class or all Lenders have taken any action, and (y) shall be deemed to vote in the same proportion as Lenders that are not Disqualified Persons that have previously acquired an assignment in any proceeding under any Federal, state or participation interest under this Agreement that is otherwise permitted hereunder; provided that upon foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the effectiveness of Borrower or any such supplement, any such Person or Persons other Loan Party and (C) shall not be permitted entitled to acquire additional Loansreceive the benefits of Section 9.03. For the sake of clarity, Commitments or participations hereunderthe provisions in this Section 9.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.

Disqualified Lenders. The list (i) Solely in respect of Disqualified Lenders will be available a Term B Facility, no assignment or, to the Lenders extent the DQ List has been posted on the Platform for all Lenders, sale of a participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Effective Date”) on which the assigning Lender entered into a binding agreement to sell and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge assign or participate all or a portion of its rights and agree that the Administrative Agent shall not be deemed to be in default obligations under this Agreement to such Person unless the Borrower has consented to such assignment or participation to have such entity, as otherwise contemplated by this Section 10.06, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment or participation. For the avoidance of doubt, with respect to any duty assignee or responsibility or to incur any liabilities participant that becomes a Disqualified Lender after the applicable Trade Effective Date (including as a result of a breach the delivery of this Section 2.5(can updated DQ List pursuant to the definition of “Disqualified Lender”), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to takex) any action with respect thereto (it being understood that any assignment or participation to any Disqualified Lender without the Borrower Representative’s prior written consent thereto shall be without effect and void and the Administrative Agent such assignee shall not consider any Disqualified Lender to retroactively be disqualified from being a Lender or have any rights hereunder)participant and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. The parties Administrative Agent and each assignor of a Term B Loan or Term B-2 Commitments hereunder shall be entitled to this Agreement further acknowledge and agree that, notwithstanding the right rely conclusively on a representation of the Borrower Representative assignee Lender in the relevant Assignment and Assumption that such assignee is not a Disqualified Lender. Any assignment with respect to supplement the list a Term B Facility to a Disqualified Lender in violation of Disqualified Lenders pursuant to this clause (iig)(i) of the definition thereof, in no event shall any such supplement apply retroactively to disqualify any Person or Persons that have previously acquired an assignment or participation interest under this Agreement that is otherwise permitted hereunder; provided that upon the effectiveness of any such supplement, any such Person or Persons shall not be permitted to acquire additional Loansvoid, Commitments or participations hereunderbut the other provisions of this clause (g) shall apply.

Disqualified Lenders. The list (i) Solely in respect of Disqualified Lenders will be available [the]a Term B Facility, no assignment or, to the Lenders extent the DQ List has been posted on the Platform for all Lenders, sale of a participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Effective Date”) on which the assigning Lender entered into a binding agreement to sell and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge assign or participate all or a portion of its rights and agree that the Administrative Agent shall not be deemed to be in default obligations under this Agreement to such Person unless the Borrower has consented to such assignment or participation to have such entity, as otherwise contemplated by this Section 10.06, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment or participation. For the avoidance of doubt, with respect to any duty assignee or responsibility or to incur any liabilities participant that becomes a Disqualified Lender after the applicable Trade Effective Date (including as a result of a breach the delivery of this Section 2.5(can updated DQ List pursuant to the definition of “Disqualified Lender”), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to takex) any action with respect thereto (it being understood that any assignment or participation to any Disqualified Lender without the Borrower Representative’s prior written consent thereto shall be without effect and void and the Administrative Agent such assignee shall not consider any Disqualified Lender to retroactively be disqualified from being a Lender or have any rights hereunder)participant and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. The parties Administrative Agent and each assignor of a Term B Loan or Term B-2 Commitments hereunder shall be entitled to this Agreement further acknowledge and agree that, notwithstanding the right rely conclusively on a representation of the Borrower Representative assignee Lender in the relevant Assignment and Assumption that such assignee is not a Disqualified Lender. Any assignment with respect to supplement the list [the]a Term B Facility to a Disqualified Lender in violation of Disqualified Lenders pursuant to this clause (iig)(i) of the definition thereof, in no event shall any such supplement apply retroactively to disqualify any Person or Persons that have previously acquired an assignment or participation interest under this Agreement that is otherwise permitted hereunder; provided that upon the effectiveness of any such supplement, any such Person or Persons shall not be permitted to acquire additional Loansvoid, Commitments or participations hereunderbut the other provisions of this clause (g) shall apply.

Disqualified Lenders. The list of Disqualified Lenders will be available to the Lenders and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge and agree that the Administrative Agent shall not be deemed to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this Section 2.5(c), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to take) any action with respect thereto (it being understood that any assignment or participation to any Disqualified Lender without the Borrower RepresentativeBorrower’s prior written consent thereto shall be without effect and void and the Administrative Agent shall not consider any Disqualified Lender to be a Lender or have any rights hereunderhereunder (provided that the Administrative Agent has actual knowledge that a Lender is a Disqualified Lender)). The parties to this Agreement further acknowledge and agree that, notwithstanding the right of the Borrower Representative to supplement the list of Disqualified Lenders pursuant to clause (ii) of the definition thereof, in no event shall any such supplement apply retroactively to disqualify any Person or Persons that have previously acquired an assignment or participation interest under this Agreement that is otherwise permitted hereunder; provided that upon the effectiveness of any such supplement, any such Person or Persons shall not be permitted to acquire additional Loans, Commitments or participations hereunder.

Disqualified Lenders. The list of Disqualified Lenders will be available Notwithstanding anything to the Lenders and the Agents upon request contrary contained in this Agreement, any assignment to the Administrative Agent. The parties to this Agreement hereby acknowledge and agree that the Administrative Agent a Disqualified Lender shall not be deemed to void, but shall be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this Section 2.5(c), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders (except subject to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to take) any action with respect thereto (it being understood that following provisions: If any assignment or participation is made to any Disqualified Lender without the Borrower RepresentativeLead Borrower’s prior written consent thereto shall be without effect consent, or if any Person becomes a Disqualified Lender after the Closing Date, Lead Borrower may, at its sole expense and void effort, upon notice to the applicable Disqualified Lender and the Administrative Agent Agent, cancel any unfunded Commitment the subject thereof and (A) in the case of outstanding Term Loans held by Disqualified Lenders, prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder (it being understood that, notwithstanding anything in the Credit Documents to the contrary, any such prepayment shall not consider be subject to any provisions requiring prepayments of the Term Loans on a pro rata basis and no other Term Loans shall be required to be repaid as a result of such prepayment) and/or (B) require such Disqualified Lender to be a Lender or have any assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 13.04), all of its interest, rights hereunder). The parties to this Agreement further acknowledge and agree that, notwithstanding the right of the Borrower Representative to supplement the list of Disqualified Lenders pursuant to clause (ii) of the definition thereof, in no event shall any such supplement apply retroactively to disqualify any Person or Persons that have previously acquired an assignment or participation interest obligations under this Agreement and related Credit Documents to an Eligible Transferee that is otherwise permitted shall assume such obligations at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder; provided that upon (i) Lead Borrower shall have paid to the effectiveness Administrative Agent the assignment fee (if any) specified in Section 13.04(b) (unless waived by the Administrative Agent) and (ii) in the case of clause (A), the Borrowers shall not use the proceeds from any Loans or loans under the ABL Credit Agreement to prepay any Term Loans held by Disqualified Lenders. Notwithstanding anything to the contrary contained in this Agreement, Disqualified Lenders (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrowers, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Credit Document, each Disqualified Lender will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Lender consented to such supplementmatter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”), each Disqualified Lender party hereto hereby agrees (1) not to vote on such Person Plan of Reorganization, (2) if such Disqualified Lender does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or Persons any similar provision in any other Debtor Relief Laws), and such vote shall not be permitted counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to acquire additional Loans, Commitments contest any request by any party for a determination by the Bankruptcy Court (or participations hereunderother applicable court of competent jurisdiction) effectuating the foregoing clause (2).

Disqualified Lenders. The list of Disqualified Lenders will be available to the Lenders and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge and agree that the Administrative Agent shall not be deemed to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this Section 2.5(c), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to takei) any action with respect thereto (it being understood that If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the Borrower RepresentativeBorrower’s prior written consent thereto shall be without effect (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense and void effort, upon notice to the applicable Disqualified Person and the Administrative Agent shall not consider Agent, (A) terminate any Commitment of such Disqualified Lender to be a Lender or have any rights hereunder). The parties to this Agreement further acknowledge Person and agree that, notwithstanding the right repay all obligations of the Borrower Representative owing to supplement such Disqualified Person, (B) in the list case of any outstanding Loan and/or participation in any Letter of Credit held by such Disqualified Lenders Person, purchase such Loan or participation and/or (C) require such Disqualified Person to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.04), all of its interests, rights and obligations under this Agreement; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) par and (2) the amount that such Disqualified Person paid for the applicable Loans and participations in Letters of Credit, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Person under Section 2.17 if any EurodollarTerm Benchmark Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.04 (except that no registration and processing fee required under this Section 10.04 shall be required with any assignment pursuant to clause this paragraph and (iiIV) of the definition thereof, in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted to (x) receive information (including financial statements) provided by any Loan Party, the Administrative Agent or any Lender and/or (y) attend and/or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders and the Administrative Agent, (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender or Issuing Lender to take (or refrain from taking) any such supplement apply retroactively action; it being understood that all Loans held by any Disqualified Person shall be deemed to disqualify be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any Person Class or all Lenders have taken any action, and (y) shall be deemed to vote in the same proportion as Lenders that are not Disqualified Persons that have previously acquired an assignment in any proceeding under any Federal, state or participation interest under this Agreement that is otherwise permitted hereunder; provided that upon foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the effectiveness of Borrower or any such supplement, any such Person or Persons other Loan Party and (C) shall not be permitted entitled to acquire additional Loansreceive the benefits of Section 10.03. For the sake of clarity, Commitments or participations hereunderthe provisions in this Section 10.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.

Disqualified Lenders. The list (i) No assignment or participation shall be made to any Person that was a Disqualified Lender as of Disqualified Lenders will be available the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to the Lenders sell and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge assign or grant a participation in all or a portion of its rights and agree that the Administrative Agent shall not be deemed to be in default obligations under this Agreement to such Person (unless the Company has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment or participation). For the avoidance of doubt, with respect to have any duty assignee or responsibility or to incur any liabilities Participant that becomes a Disqualified Lender after the applicable Trade Date (including as a result of the delivery of a breach notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Lender”), (x) such assignee or Participant shall not retroactively be disqualified from being a Lender or Participant and (y) the execution by the Company of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment or participation in violation of this Section 2.5(c)clause (e)(i) shall not be void, nor but the other provisions of this clause (e) shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders apply. (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to takeii) any action with respect thereto (it being understood that If any assignment or participation is made to any Disqualified Lender without the Borrower RepresentativeCompany’s prior written consent thereto shall be without effect in violation of clause (i) above, or if any Person becomes a Disqualified Lender after the applicable Trade Date, the Company may, at its sole expense and void effort, upon notice to the applicable Disqualified Lender and the Administrative Agent shall not consider any Agent, require such Disqualified Lender to be a Lender or have any assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all of its interest, rights hereunder). The parties to and obligations under this Agreement further acknowledge to one or more Persons (other than an Ineligible Institution) at the lesser of (x) the principal amount thereof and agree that(y) the amount that such Disqualified Lender paid to acquire such interests, notwithstanding rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder. (iii) Notwithstanding anything to the right of the Borrower Representative to supplement the list of contrary contained in this Agreement, Disqualified Lenders pursuant to clause (ii) of the definition thereof, in no event shall any such supplement apply retroactively to disqualify any Person or Persons that have previously acquired whom an assignment or participation interest is made in violation of clause (i) above (A) will not have the right to (x) receive information, reports or other materials provided to Lenders by the Company, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders (or any of them) and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B)(x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Lender will be deemed to have consented in the same proportion as the Lenders that is otherwise permitted hereunder; provided that upon the effectiveness are not Disqualified Lenders consented to such matter, and (y) for purposes of voting on any plan of reorganization, each Disqualified Lender party hereto hereby agrees (1) not to vote on such supplementplan of reorganization, any such Person or Persons shall not be permitted to acquire additional Loans, Commitments or participations hereunder.133

Disqualified Lenders. The list (i) No assignment or participation shall be made to any Person that was a Disqualified Lender as of Disqualified Lenders will be available the date (the “Trade Date ”) on which the assigning Lender entered into a binding agreement to the Lenders sell and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge assign or grant a participation in all or a portion of its rights and agree that the Administrative Agent shall not be deemed to be in default obligations under this Agreement to such Person (unless the Company has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment or participation). For the avoidance of doubt, with respect to have any duty assignee or responsibility or to incur any liabilities Participant that becomes a Disqualified Lender after the applicable Trade Date (including as a result of the delivery of a breach notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Lender ”), (x) such assignee or Participant shall not retroactively be disqualified from being a Lender or Participant and (y) the execution by the Company of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment or participation in violation of this Section 2.5(c)clause (e)(i) shall not be void, nor but the other provisions of this clause (e) shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders apply. (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to takeii) any action with respect thereto (it being understood that If any assignment or participation is made to any Disqualified Lender without the Borrower RepresentativeCompany’s prior written consent thereto shall be without effect in violation of clause (i) above, or if any Person becomes a Disqualified Lender after the applicable Trade Date, the Company may, at its sole expense and void effort, upon notice to the applicable Disqualified Lender and the Administrative Agent shall not consider any Agent, require such Disqualified Lender to be a Lender or have any assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04 ), all of its interest, rights hereunder). The parties to and obligations under this Agreement further acknowledge to one or more Persons (other than an Ineligible Institution) at the lesser of (x) the principal amount thereof and agree that(y) the amount that such Disqualified Lender paid to acquire such interests, notwithstanding rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder. (iii) Notwithstanding anything to the right of the Borrower Representative to supplement the list of contrary contained in this Agreement, Disqualified Lenders pursuant to clause (ii) of the definition thereof, in no event shall any such supplement apply retroactively to disqualify any Person or Persons that have previously acquired whom an assignment or participation interest is made in violation of clause (i) above (A) will not have the right to (x) receive information, reports or other materials provided to Lenders by the Company, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders (or any of them) and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B)(x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Lender will be deemed to have consented in the same proportion as the Lenders that is otherwise permitted hereunder; provided that upon are not Disqualified Lenders consented to such matter, and (y) for purposes of voting on any plan of reorganization, each Disqualified Lender party hereto hereby agrees (1) not to vote on such plan of reorganization, (2) if such Disqualified Lender does vote on such plan of reorganization notwithstanding the effectiveness restriction in the foregoing clause (1) , such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other applicable laws), and such supplement, any such Person or Persons vote shall not be permitted counted in determining whether the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other applicable laws) and (3) not to acquire additional Loans, Commitments contest any request by any party for a determination by the Bankruptcy Court (or participations hereunder.other applicable court of competent jurisdiction) effectuating the foregoing clause (2) . 137

Disqualified Lenders. The list (i) Solely in respect of Disqualified Lenders will be available the Term B Facility, no assignment or, to the Lenders extent the DQ List has been posted on the Platform for all Lenders, sale of a participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Effective Date”) on which the assigning Lender entered into a binding agreement to sell and the Agents upon request to the Administrative Agent. The parties to this Agreement hereby acknowledge assign or participate all or a portion of its rights and agree that the Administrative Agent shall not be deemed to be in default obligations under this Agreement to such Person unless the Borrower has consented to such assignment or participation to have such entity, as otherwise contemplated by this Section 10.06, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment or participation. For the avoidance of doubt, with respect to any duty assignee or responsibility or to incur any liabilities participant that becomes a Disqualified Lender after the applicable Trade Effective Date (including as a result of a breach the delivery of this Section 2.5(can updated DQ List pursuant to the definition of “Disqualified Lender”), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders (except to the extent of the Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take (or omit to takex) any action with respect thereto (it being understood that any assignment or participation to any Disqualified Lender without the Borrower Representative’s prior written consent thereto shall be without effect and void and the Administrative Agent such assignee shall not consider any Disqualified Lender to retroactively be disqualified from being a Lender or have any rights hereunder)participant and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. The parties Administrative Agent and each assignor of a Term B Loan or Term B Commitments hereunder shall be entitled to this Agreement further acknowledge and agree that, notwithstanding the right rely conclusively on a representation of the Borrower Representative assignee Lender in the relevant Assignment and Assumption that such assignee is not a Disqualified Lender. Any assignment with respect to supplement the list Term B Facility to a Disqualified Lender in violation of Disqualified Lenders pursuant to this clause (iig)(i) of the definition thereof, in no event shall any such supplement apply retroactively to disqualify any Person or Persons that have previously acquired an assignment or participation interest under this Agreement that is otherwise permitted hereunder; provided that upon the effectiveness of any such supplement, any such Person or Persons shall not be permitted to acquire additional Loansvoid, Commitments or participations hereunderbut the other provisions of this clause (g) shall apply.