Common use of Disqualified Xxxxxxx Clause in Contracts

Disqualified Xxxxxxx. (i) If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the Borrower’s prior written consent (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Administrative Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Loan and/or participation in any Letter of Credit held by such Disqualified 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 Term 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 this paragraph and (IV) 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 action; it being understood that all Loans held by any Disqualified Person shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any 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 in any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) shall not be entitled to receive the benefits of Section 10.03. For the sake of clarity, the 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 Xxxxxxx. Notwithstanding anything to the contrary contained herein, no assignment or participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment 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 any assignee that becomes a Disqualified Lender after the applicable Trade Date, (x) such assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by the Borrower of an Assignment Agreement with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment in violation of this paragraph (g) shall not be void, but the other provisions of this paragraph (g) shall apply. (i) If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the Borrower’s prior written consent in violation of paragraph (g) above, or if any such personPerson becomes a Disqualified Lender after the applicable Trade Date, a “Disqualified Person”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person Lender and the Administrative Agent, (A1) terminate any Revolving Commitment of such Disqualified Person Xxxxxx and repay all obligations of the Borrower owing to such Disqualified PersonLender in connection with such Revolving Credit Commitment, (B2) in the case of any outstanding Loan and/or participation in any Letter of Credit Term Loans held by Disqualified Lenders, purchase or prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified PersonLender paid to acquire such Term Loans, purchase such Loan or participation in each case, plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and/or (C) require such Disqualified Person Lender to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.0410.4), all of its interestsinterest, 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 Agreement to one or more eligible assignees at the lesser of (1x) par the principal amount thereof and (2y) the amount that such Disqualified Person Lender paid for the applicable Loans to acquire such interests, rights and participations obligations of such Term Loans, in Letters of Credit, each case plus accrued interest thereoninterest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder, from the Borrower, (II) in the case of clauses (A) ; and (B), the Borrower shall not be liable ii) Notwithstanding anything to the relevant contrary contained in this Agreement, Disqualified Person under Section 2.17 if any Term Benchmark Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, Lenders (IIIi) 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 this paragraph and (IV) 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 will 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) have the right to receive information (including financial statements) information, reports or other materials provided to Lenders by Holdings, any Loan PartyBorrower, the Administrative Agent or any Lender and/or other Lender, (y) attend and/or or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders and the Administrative Agent, or (Bz) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of Administrative Agent or the Lenders and (ii) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) consent to any amendment, modificationwaiver or modification of, waiveror any action under, consent or other action with respect to any of and for the terms purpose of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related direction 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 under this Agreement or under any other Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any each Disqualified Lender or Issuing Lender to take (or refrain from taking) any such action; it being understood that all Loans held by any Disqualified Person shall will be deemed to be have consented in the same proportion as the Lenders that are not outstanding for all purposes of calculating whether the Required Lenders, majority Disqualified Lenders under any Class or all Lenders have taken any actionconsented to such matter, and (y) for purposes of voting on any plan of reorganization or similar plan, each Disqualified Lender party hereto hereby agrees (1) not to vote on such plan, (2) if such Disqualified Xxxxxx does vote on such Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be deemed “designated” pursuant to vote in Section 1126(e) of the same proportion as Lenders that are not Disqualified Persons Bankruptcy Code (or any similar provision in any proceeding under any Federalother Debtor Relief Laws), state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) such vote shall not be entitled to receive counted in determining whether the benefits applicable class has accepted or rejected such plan in accordance with Section 1126(c) of Section 10.03. For the sake of clarity, the provisions Bankruptcy Code (or any similar provision in this Section 10.04(fany other Debtor Relief Laws) shall and (3) not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.to

Disqualified Xxxxxxx. Notwithstanding anything to the contrary contained herein, no assignment or participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment 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 any assignee that becomes a Disqualified Lender after the applicable Trade Date, (x) such assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by the Borrower of an Assignment Agreement with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment in violation of this paragraph (g) shall not be void, but the other provisions of this paragraph (g) shall apply. (i) If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the Borrower’s prior written consent in violation of paragraph (g) above, or if any such personPerson becomes a Disqualified Lender after the applicable Trade Date, a “Disqualified Person”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person Lender and the Administrative Agent, (A1) terminate any Revolving Commitment of such Disqualified Person Lender and repay all obligations DB1/ 110470318.9 150 of the Borrower owing to such Disqualified PersonLender in connection with such Revolving Credit Commitment, (B2) in the case of any outstanding Loan and/or participation in any Letter of Credit Term Loans held by Disqualified Lenders, purchase or prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified PersonLender paid to acquire such Term Loans, purchase such Loan or participation in each case, plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and/or (C) require such Disqualified Person Lender to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.0410.4), all of its interestsinterest, 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 Agreement to one or more eligible assignees at the lesser of (1x) par the principal amount thereof and (2y) the amount that such Disqualified Person Lender paid for the applicable Loans to acquire such interests, rights and participations obligations of such Term Loans, in Letters of Credit, each case plus accrued interest thereoninterest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder, from the Borrower, (II) in the case of clauses (A) ; and (B), the Borrower shall not be liable ii) Notwithstanding anything to the relevant contrary contained in this Agreement, Disqualified Person under Section 2.17 if any Term Benchmark Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, Lenders (IIIi) 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 this paragraph and (IV) 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 will 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) have the right to receive information (including financial statements) information, reports or other materials provided to Lenders by Holdings, any Loan PartyBorrower, the Administrative Agent or any Lender and/or other Lender, (y) attend and/or or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders and the Administrative Agent, or (Bz) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of Administrative Agent or the Lenders and (ii) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) consent to any amendment, modificationwaiver or modification of, waiveror any action under, consent or other action with respect to any of and for the terms purpose of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related direction 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 under this Agreement or under any other Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any each Disqualified Lender or Issuing Lender to take (or refrain from taking) any such action; it being understood that all Loans held by any Disqualified Person shall will be deemed to be have consented in the same proportion as the Lenders that are not outstanding for all purposes of calculating whether the Required Lenders, majority Disqualified Lenders under any Class or all Lenders have taken any actionconsented to such matter, and (y) for purposes of voting on any plan of reorganization or similar plan, each Disqualified Lender party hereto hereby agrees (1) not to vote on such plan, (2) if such Disqualified Xxxxxx does vote on such Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be deemed “designated” pursuant to vote in Section 1126(e) of the same proportion as Lenders that are not Disqualified Persons Bankruptcy Code (or any similar provision in any proceeding under other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the Bankruptcy Code (or any Federal, state similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the applicable bankruptcy court (or foreign bankruptcy, insolvency, receivership or similar law now or hereafter other applicable court of competent jurisdiction) effectuating the foregoing clause (2). (h) Notwithstanding anything in effect commenced by or against the Borrower this Agreement or any other Loan Party and (C) Document to the contrary, the Administrative Agent, in its capacity as such, shall not be entitled responsible (other than updating the list of Disqualified Lenders in accordance with the definition thereof or providing the list of Disqualified Lenders upon written request) or have any liability for, or have any duty to receive ascertain, inquire into, monitor or enforce, compliance with the benefits provisions hereof relating to Disqualified Lenders (other than updating the list of Section 10.03Disqualified Lenders in accordance with the definition thereof or providing the list of Disqualified Lenders upon written request). For Without limiting the sake generality of claritythe foregoing, the provisions Administrative Agent, in this Section 10.04(f) its capacity as such, shall not apply (x) be obligated to ascertain, monitor or inquire as to whether any Person that Lender or Participant or prospective Lender or Participant is an assignee a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of, any Disqualified Person, if such assignee is not a Disqualified PersonLender. Section 10.5.

Disqualified Xxxxxxx. (i) If any assignment or participation under this Section 10.04 9.04 is made to any Disqualified Lender without the Borrower’s 's prior written consent (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Administrative Agent, (A) terminate any Term Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Term Loan and/or participation in any Letter of Credit held by such Disqualified Person, purchase such Term 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 10.049.04), 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 CreditTerm Loans, 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 Term Benchmark Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto[reserved], (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.04 9.04 (except that no registration and processing fee required under this Section 10.04 9.04 shall be required with any assignment pursuant to this paragraph paragraph) and (IV) 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 action; it being understood that all Term Loans held by any Disqualified Person shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any 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 in any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) shall not be entitled to receive the benefits of Section 10.039.03. For the sake of clarity, the provisions in this Section 10.04(f9.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.

Disqualified Xxxxxxx. (i) No assignment shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”) on which the applicable Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless Parent Borrower has consented to such assignment as otherwise contemplated by this Section 10.07 (without giving effect to any deemed consent by Parent Borrower), in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Lender at any time after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Lender”), (x) such assignee shall not retroactively be disqualified from becoming a Lender and (y) for purposes of assignments subsequent to such time, the execution by Parent 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. Any assignment in violation of this clause (l)(i) shall not be void, but the other provisions of this clause (l) shall apply. (ii) If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the Parent Borrower’s prior written consent in violation of clause (any such personi) above, a “Disqualified Person”), then the Parent Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person Lender and the Administrative Agent, (A) terminate any Revolving Credit Commitment of such Disqualified Person Lender and repay all obligations of the any Borrower owing to such Disqualified PersonLender in connection with such Revolving Credit Commitment, (B) in the case of any outstanding Loan and/or participation in any Letter of Credit held by such Disqualified 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 Term 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 this paragraph and (IV) 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 action; it being understood that all Loans held by any Disqualified Person shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any 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 in any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) shall not be entitled to receive the benefits of Section 10.03. For the sake of clarity, the 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.229 #96352060v15 #96352060v15