Common use of Open Market Purchases Clause in Contracts

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Borrower or any of the Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Lead Borrower or any of the its Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Lead Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing borrowing under the ABL Credit Agreement to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Lead Borrower or any of the its Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Lead Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Borrower or any of the its Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iiiii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the its Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Borrower or any of the its Restricted Subsidiaries may, at any time and from time to time, make open market purchases (including on a non-pro rata basis) of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing borrowing under the ABL Credit Agreement to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the its Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Loan Document, Holdings, the Borrower Holdings or any of the Restricted its Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired by the purchaser thereof on the settlement date of the relevant purchase (and may not be resold); and (iii) the proceeds of Revolving Credit Loans shall not be used for a purchase of any Term Loans in connection with any Auction. (b) With respect to all purchases of Term Loans made by Holdings or any of its Subsidiaries pursuant to this Section 2.202.15, (x) Holdings, the Borrower Holdings or such Restricted Subsidiary (as applicable) shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by Holdings or such Subsidiary (as applicable) and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05 or Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.13. (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 2.15 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 Section 2.05 and 13.06 Section 2.13 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 2.15 shall not constitute Investments by such Personthe Borrowers)) or any other Credit Loan Document that may otherwise prohibit any Open Market Purchase by this Section 2.202.15.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Lead Borrower or any of the its Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Lead Borrower or any of the its Restricted Subsidiaries shall automatically be cancelled and retired by the Borrowers on the settlement date of the relevant purchase (and may not be resold); (iii) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.20 shall not exceed 20% of the original aggregate outstanding principal amount of the Term Loans; (iv) the Lead Borrower or any of its Restricted Subsidiaries shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; (v) each Borrower shall make the No Undisclosed Information Representation; and (vi) at the time of each purchase of Term Loans through Open Market Purchases, the Lead Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (i), (iv) and (v). (b) With respect to all purchases of Term Loans made by the Lead Borrower pursuant to this Section 2.20, (x) Holdings, the Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by the Lead Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the any Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such PersonBorrower)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or to the contrary, any other Credit Document, Holdings, the Borrower or any of the Restricted Subsidiaries Lender may, at any time and from time to time, make assign all or a portion of its Term D Loans or any Incremental Institutional Term Loans on a non-pro rata basis to the Borrower through open market purchases of Term Loans (eachpurchases, an “Open Market Purchase”), so long as subject to the following conditions are satisfiedlimitations: (i) the Borrower shall represent and warrant that, at the time of each such assignment, neither the Borrower nor any of its Subsidiaries shall have any MNPI with respect to the Borrower and its Subsidiaries or with respect to the Loans or any securities of the Borrower and its Subsidiaries that has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive MNPI) prior to such time and could reasonably be expected to have a material effect upon, or otherwise be material to, a Xxxxxx’s decision to participate in such assignment; (ii) immediately and automatically, without any further action on the part of the Borrower, any Lender, the Administrative Agent or any other Person, upon the effectiveness of such assignment of Term D Loans or Incremental Institutional Term Loans from a Lender to the Borrower, such Term D Loans or Incremental Institutional Term Loans and all rights and obligations as a Lender related thereto shall, for all purposes under this Agreement, the other Loan Documents and otherwise, be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such assignment; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Term D Loans or Incremental Institutional Term Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Term D Loans or Incremental Institutional Term Loans so retired and cancelled and each principal installment owing to the Lenders participating in such open market purchase or Dutch Auction shall, as to such retired or cancelled Term D Loans or Incremental Institutional Term Loans, be reduced on a pro rata basis by the full par value of the aggregate principal amount of such Term D Loans or Incremental Institutional Term Loans so retired or cancelled; (iii) no Default or Event of Default shall have occurred and be continuing on the date of before or immediately after giving effect to such Open Market Purchase;assignment; and (iiiv) neither Holdings, the Borrower nor no prepayment of any Restricted Subsidiary Term Loans pursuant to this Section 11.5(g) shall use be made from the proceeds of any Initial Revolving Borrowing Loan or any Additional Revolving Loan or any Other Revolving Loan and immediately after giving effect to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) assignment and cancellation of all Term D Loans or Incremental Institutional Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, and any Indebtedness incurred in connection therewith the Borrower or such Restricted Subsidiary shall pay on the settlement date aggregate amount of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term outstanding Initial Revolving Loans, in each case in connection therewith) Swingline Loans, Letter of Credit Obligations, Additional Revolving Loans and Other Revolving Loans shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)greater than $50,000,000. (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Lead Borrower or any of the its Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Lead Borrower or any of the its Restricted Subsidiaries shall automatically be cancelled and retired by the Borrowers on the settlement date of the relevant purchase (and may not be resold); (iii) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.20 shall not exceed 20% of the original aggregate outstanding principal amount of the Term Loans; (iv) the Lead Borrower or any of its Restricted Subsidiaries shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; (v) each Borrower shall make the No Undisclosed Information Representation; and (vi) at the time of each purchase of Term Loans through Open Market Purchases, the Lead Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (i), (iv) and (v). (b) With respect to all purchases of Term Loans made by the Lead Borrower pursuant to this Section 2.20, (x) Holdings, the Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by the Lead Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the any Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such PersonBorrower)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Document, Holdings, the U.S. Borrower or any (in the case of open market purchases of B Term Loans) and the Restricted Subsidiaries Canadian Borrower (in the case of open market purchases of C Term Loans) may, at any time and from time to timetime after the latest to occur of the Initial Borrowing Date and the Syndication Date, make open market purchases of B Term Loans (in the case of the U.S. Borrower) and C Term Loans (in the case of the Canadian Borrower) (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdingsafter giving effect to any purchase of Term Loans pursuant to this Section 2.20, the Borrower nor any Restricted Subsidiary sum of the Total Unutilized Revolving Loan Commitment, shall use the proceeds of any Revolving Borrowing to finance any such purchase; andnot be less than $37,500,000; (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the either Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired by the such Borrower on the settlement date of the relevant purchase (and may not be resold); (iv) the aggregate principal amount of all Term Loans purchased pursuant to Sections 2.19, 2.20 and 2.21 shall not exceed $75,000,000; and (v) at the time of each purchase of Term Loans through Open Market Purchases, the U.S. Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer certifying as to compliance with clauses (i) and (iv). (b) With respect to all purchases of B Term Loans and C Term Loans, as the case may be, made by the applicable Borrower pursuant to this Section 2.20, (x) Holdings, the such Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by the applicable Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 5.01, 5.02 or 13.06. At the time of purchases of B Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled B Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of B Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled B Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled B Repayments). At the time of purchases of C Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled C Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of C Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled C Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled C Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the U.S. Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Personthe U.S. Borrower)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, HoldingsAgreement, the Borrower or any of the Restricted Subsidiaries may, may at any time and from time to time, time make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on the date of such Open Market Purchase, and the Borrower shall have delivered to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower confirming compliance with this clause (i); (ii) neither Holdingsafter giving effect to any purchase of Term Loans pursuant to this Section 2.24, the sum of (x) the aggregate Available Unused Commitments and (y) the aggregate amount of all unrestricted cash, cash equivalents and Permitted Investments of the Borrower nor any less (z) the aggregate amount of long-term Indebtedness of the Borrower and its Restricted Subsidiary Subsidiaries (other than the Term Loans) coming due within twelve (12) months, shall use the proceeds of any Revolving Borrowing to finance any such purchase; andnot be less than $700 million; (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); and (iv) the aggregate principal amount of all Term Loans purchased pursuant to Section 2.23 and Section 2.24 shall not exceed $120 million; and (v) the Borrower represents and warrants that, at the time of such purchase, it shall have no material non-public information that has not been previously disclosed to investors or has not otherwise been disseminated to the public in accordance with Regulation FD prior to such time. (b) With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.202.24, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents document as agreed by the respective selling Lender) and (y) such purchases (and after the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01Sections 2.10, 5.02 2.11 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.16. (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 2.24 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.10, 5.02 2.11, 2.16, 2.18 and 13.06 (9.04, it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 2.24 shall not constitute Investments by such Person)the Borrower) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.202.24.

Open Market Purchases. (a) Notwithstanding anything In the event Subscriber elects to purchase SEAC Class A Ordinary Shares for its own account pursuant to open-market transactions at a price of less than the Redemption Price per share with third parties (the “Open-Market Purchase Shares”) after the date hereof and prior to the contrary contained in this Agreement or any other Credit Document, Holdings, record date established for voting at the Borrower or any extraordinary general meeting of shareholder of SEAC held to approve the Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans Transactions (each, an the “Open Market PurchaseSEAC Shareholder Meeting”), so long and/or (ii) to the extent Subscriber elects to apply any SEAC Class A Ordinary Shares it beneficially owns as of the following conditions are satisfied: date of this Subscription Agreement (the “Currently Owned Shares”, with such number of Currently Owned Shares not to exceed the amount listed on the signature page hereto), the number of Subscribed Shares that Subscriber shall be obligated to purchase pursuant to this Subscription Agreement, may be reduced on a one-for-one basis, at Subscriber’s election, by up to the total number of Subscribed Shares subscribed for by Subscriber pursuant to the terms of this Subscription Agreement (the “Reduction Right”); in each case, subject to Subscriber agreeing, (i) no Event with respect to the Open-Market Purchase Shares, to (A) not sell or otherwise transfer such Open-Market Purchase Shares prior to the consummation of Default shall the Transactions, (B) not vote any Open-Market Purchase Shares in favor of approving the Transactions and instead submit a proxy abstaining from voting thereon, and (C) to the extent it has the right to have occurred any of its Open-Market Purchase Shares redeemed for cash in connection with the consummation of the Transactions, not exercise any such redemption rights (collectively, the “Open-Market Purchase Reduction Conditions”), and be continuing on the date of such Open Market Purchase; (ii) neither Holdingswith respect to the Currently Owned Shares, to (A) not sell or otherwise transfer such Currently Owned Shares prior to the Borrower nor consummation of the Transactions, (B) vote all of its Currently Owned Shares in favor of approving the Transactions at the SEAC Shareholder Meeting, and (C) to the extent it has the right to have any Restricted Subsidiary shall use of its Currently Owned Shares redeemed for cash in connection with the proceeds consummation of any Revolving Borrowing to finance the Transactions, not exercise any such purchase; and redemption rights (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold“Currently Owned Shares Reduction Conditions”). (b) With Subscriber shall, no later than one (1) Business Day after the Record Date, deliver a certificate (the “Certificate”) to SEAC, signed by Subscriber, certifying: (i) the number of Subscribed Shares for which Subscriber has elected to exercise its Reduction Right, including the number of Open-Market Purchase Shares and Currently Owned Shares so elected, and (ii)(x) with respect to all purchases any such Open-Market Purchase Shares, (1) the date of Term Loans made such Open-Market Purchase, (2) the price per share at which such Open-Market Purchase Shares were purchased by Subscriber, and (3) an affirmation that Subscriber has and will comply with the Open-Market Purchase Reduction Conditions, and (y) with respect to any such Currently Owned Shares, an affirmation that Subscriber has and will comply with the Currently Owned Shares Reduction Conditions. In the event that subsequent to exercising its Reduction Right, Subscriber desires to lower the number of Subscribed Shares subject to such reduction (i.e., increase the number of Subscribed Shares to be purchased pursuant to this Section 2.20Subscription Agreement), (x) Holdings, Subscriber may so amend the Borrower or such Restricted Subsidiary shall pay on Certificate with the settlement date consent of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up SEAC. Notwithstanding anything to the settlement date of such purchase contrary in the foregoing, no later than three (except 3) Business Days prior to the extent otherwise anticipated Transaction Closing Date as set forth in the relevant purchase documents Closing Notice, Subscriber shall reaffirm to the SPAC in writing that the certifications included in the Certificate are true and correct, and shall provide SEAC with such other information as agreed by it may reasonably request in order for SEAC to issue the respective selling Lender) and (y) such purchases (and Reduction Right Shares to Subscriber prior to the payments made therefor and SEAC Merger including, without limitation, the cancellation legal name of the purchased Term Loans, person in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At whose name the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction Reduction Right Shares are to be applied to such Scheduled Repayments on issued and a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. (c) The Administrative Agent In consideration of Subscriber’s performance of its obligations set forth in Sections 11(a) and (b) hereto, for every Open-Market Purchase Share and/or Currently Owned Share for which Subscriber exercises its Reduction Right, Subscriber will be entitled to purchase 0.1111 newly issued SEAC Class A Ordinary Shares (the Lenders hereby consent “Reduction Right Shares”), at a purchase price of $0.0001 per share, which Reduction Right Shares will be issued by SEAC to Subscriber prior to the Open Market Purchases contemplated by SEAC Merger and will contain restrictive legends similar to the Subscribed Shares. No fractional Reduction Right Shares will be issued to Subscriber in connection with the foregoing, but rather the aggregate number of Reduction Right Shares to be issued hereunder will be rounded down to the nearest whole number. In the event that any Reduction Right Shares have been issued to Subscriber but the Transaction does not close, unless SEAC (or PubCo, if applicable) otherwise agrees in writing, such Reduction Right Shares shall be deemed repurchased for no consideration and any related book entries shall be cancelled. Any Reduction Right Shares issued pursuant to this Subscription Agreement will be considered “Subscribed Shares” for purposes of Section 2.20 and hereby waive the requirements of any provision 6 hereof. [The remainder of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20page is intentionally left blank.]

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, HoldingsAgreement, the Borrower or any of the Restricted Subsidiaries may, may at any time and from time to time, time make open market purchases of Term B Loans under any Class (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on the date of such Open Market Purchase, and the Borrower shall have delivered to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower confirming compliance with this clause (i); (ii) neither Holdingsafter giving effect to any purchase of Term B Loans pursuant to this Section 2.24, the sum of (x) the aggregate Available Unused Commitments and (y) the aggregate amount of all unrestricted cash, cash equivalents and Permitted Investments of the Borrower nor any less (z) the aggregate amount of long-term Indebtedness of the Borrower and its Restricted Subsidiary Subsidiaries (other than the Term B Loans) coming due within twelve (12) months, shall use the proceeds of any Revolving Borrowing to finance any such purchase; andnot be less than $700 million; (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term B Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); and (iv) the aggregate principal amount of all Term B Loans purchased pursuant to Section 2.23 and Section 2.24 shall not exceed $120 million; and (v) the Borrower represents and warrants that, at the time of such purchase, it shall have no material non-public information that has not been previously disclosed to investors or has not otherwise been disseminated to the public in accordance with Regulation FD prior to such time. (b) With respect to all purchases of Term B Loans made by the Borrower pursuant to this Section 2.202.24, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term B Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents document as agreed by the respective selling Lender) and (y) such purchases (and after the payments made therefor by the Borrower and the cancellation of the purchased Term B Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01Sections 2.10, 5.02 2.11 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.16. (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 2.24 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.012.10, 5.02 2.11, 2.16, 2.18 and 13.06 (9.04, it being understood and acknowledged that purchases of the Term B Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 2.24 shall not constitute Investments by such Person)the Borrower) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.202.24.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Loan Document, Holdings, the Borrower or any of the Restricted Subsidiaries may, at any time and from time to timetime after the Syndication Date, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (iii) the proceeds of Revolving Credit Loans shall not be used for a purchase of any Term Loans in connection with any Auction; and (iv) the aggregate principal amount of all Term Loans purchased pursuant to Sections 2.14 and 2.15 shall not exceed $135,000,000. (b) With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.202.15, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 Sections 2.05 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)2.13. (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 2.15 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 2.05 and 13.06 2.13 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 2.15 shall not constitute Investments by such Personthe Borrower)) or any other Credit Loan Document that may otherwise prohibit any Open Market Purchase by this Section 2.202.15.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Borrower or any of the Restricted its Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted its Subsidiaries shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (iii) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.20 shall not exceed 20% of the largest ever outstanding Term Loan Commitments; (iv) the Borrower or any of its Subsidiaries shall not use the proceeds of any Revolving Borrowing to finance any such repurchase; (v) the Borrower shall make the No Undisclosed Information Representation; and (vi) at the time of each purchase of Term Loans through Open Market Purchases, the Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (i), (iii) and (v). (b) With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (am) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Borrower or any of the its Restricted Subsidiaries or any of its or their Affiliates may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on the date of such Open Market PurchasePurchase or result therefrom; (ii) neither Holdings, the aggregate principal amount (calculated on the face amount thereof) of all Term Loans purchased pursuant to this Section 2.19 shall not exceed 15% of the then outstanding Term Loan Commitments; (iii) the Borrower nor or any of its Restricted Subsidiary Subsidiaries shall not use the proceeds of any Revolving Borrowing borrowing under the ABL Credit Agreement to finance any such purchase; andrepurchase; (iiiiv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the its Restricted Subsidiaries shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold).; (bv) With the Borrower shall make the Undisclosed Information Representation; provided this shall not require that the Borrower not be in possession of material non-public information with respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)of its Subsidiaries; and (vi) or any other Credit Document that may otherwise prohibit any at the time of each purchase of Term Loans through Open Market Purchase by this Section 2.20Purchases, the Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (i), (iv) and (v).

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or to the contrary, any other Credit Document, Holdings, the Borrower or any of the Restricted Subsidiaries Lender may, at any time and from time to time, make assign all or a portion of its Term D Loans, Term F Loans or any Incremental Institutional Term Loans on a non-pro rata basis to the Borrower through open market purchases of Term Loans (eachpurchases, an “Open Market Purchase”), so long as subject to the following conditions are satisfiedlimitations: (i) the Borrower shall represent and warrant that, at the time of each such assignment, neither the Borrower nor any of its Subsidiaries shall have any MNPI with respect to the Borrower and its Subsidiaries or with respect to the Loans or any securities of the Borrower and its Subsidiaries that has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive MNPI) prior to such time and could reasonably be expected to have a material effect upon, or otherwise be material to, a Xxxxxx’s decision to participate in such assignment; (ii) immediately and automatically, without any further action on the part of the Borrower, any Lender, the Administrative Agent or any other Person, upon the effectiveness of such assignment of Term D Loans, Term F Loans or Incremental Institutional Term Loans from a Lender to the Borrower, such Term D Loans, Term F Loans or Incremental Institutional Term Loans and all rights and obligations as a Lender related thereto shall, for all purposes under this Agreement, the other Loan Documents and otherwise, be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such assignment; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of thesuch Term D Loans, Term F Loans or Incremental Institutional Term Loans shall be deemed reduced by the full par value of the aggregate principal amount of thesuch Term D Loans, Term F Loans or Incremental Institutional Term Loans so retired and cancelled and each principal installment owing to the Lenders participating in such open market purchase or Dutch Auction shall, as to such retired or cancelled Term D Loans, Term F Loans or Incremental Institutional Term Loans, be reduced on a pro rata basis by the full par value of the aggregate principal amount of such Term D Loans, Term F Loans or Incremental Institutional Term Loans so retired or cancelled; (iii) no Default or Event of Default shall have occurred and be continuing on the date of before or immediately after giving effect to such Open Market Purchase;assignment; and (iiiv) neither Holdings, the Borrower nor no prepayment of any Restricted Subsidiary Term Loans pursuant to this Section 11.5(g) shall use be made from the proceeds of any Initial Revolving Borrowing Loan or any Additional Revolving Loan or any Other Revolving Loan and immediately after giving effect to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) assignment and cancellation of all Term D Loans, Term F Loans or Incremental Institutional Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, and any Indebtedness incurred in connection therewith the Borrower or such Restricted Subsidiary shall pay on the settlement date aggregate amount of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term outstanding Initial Revolving Loans, in each case in connection therewith) Swingline Loans, Letter of Credit Obligations, Additional Revolving Loans and Other Revolving Loans shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)greater than $50,000,000. (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the a Borrower or any of the Restricted Subsidiaries Subsidiary may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, none of the Borrower nor Borrowers or any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing borrowing under the ABL Credit Agreement to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the such Borrower or any of the Restricted Subsidiaries Subsidiary shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the such Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the a Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Lead Borrower or any of the its Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Lead Borrower or any of the its Restricted Subsidiaries shall automatically be cancelled and retired by the Borrowers on the settlement date of the relevant purchase (and may not be resold); (iii) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.20 shall not exceed 20% of the then outstanding Term Loan Commitments; (iv) the Lead Borrower or any of its Restricted Subsidiaries shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; (v) each Borrower shall make the No Undisclosed Information Representation; and (vi) at the time of each purchase of Term Loans through Open Market Purchases, the Lead Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (i), (iv) and (v). (b) With respect to all purchases of Term Loans made by the Lead Borrower pursuant to this Section 2.20, (x) Holdings, the Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by the Lead Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary Borrowers contemplated by this Section 2.20 shall not constitute Investments by such Personthe Borrowers)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, the Borrower or any Affiliate of the Restricted Subsidiaries Borrower (other than Parent or any of its other Subsidiaries) may, at any time and from time to timetime after the Closing Date, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iiia) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries such Affiliate shall automatically be cancelled and retired by Borrower or such Affiliate on the settlement date of the relevant purchase Open Market Purchase (and may not be resold). ) and Borrower or such Affiliate shall have delivered evidence thereof reasonably satisfactory to Agent of such cancellation and retirement, (b) With respect to all purchases the par principal amount of Term Loans made of the respective Tranche so purchased pursuant to this Section 2.20, (x) Holdings, 2.16 shall be applied to reduce the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date remaining scheduled repayments of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases Tranche of Term Loans of the applicable Lenders in inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the respective Term Loan Maturity Date for such Tranche of Term Loans shall constitute a scheduled repayment), (c) the Affiliate Assignment and Acceptance pursuant to which such Term Loans are to be purchased shall contain a representation and warranty by such Affiliate that such Affiliate does not have any MNPI that both (i) has not been previously disclosed in writing to Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (ii) would reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in such Open Market Purchase or, if such Affiliate is unable to make such representation, all parties to the relevant transaction shall render customary “big boy” disclaimer letters, (d) except in connection with Term Loans purchased by an Affiliate of Borrower in any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by Minimum Liquidity Condition has been satisfied at such time and immediately after giving effect to the aggregate principal amount (taking the face amount thereof) purchase of Term Loans repurchased pursuant to such Open Market Purchase, (e) except in connection with such reduction to Term Loans purchased by an Affiliate of Borrower, no Default or Event of Default shall have occurred and be applied to such Scheduled Repayments on a pro rata basis continuing at the time of purchase of any Term Loans and (based on f) at the then remaining principal amount time of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent purchase of Term Loans pursuant to the Open Market Purchases contemplated by this Section 2.20 and hereby waive 2.16, Borrower or the requirements respective Affiliate shall have delivered to Agent an officer’s certificate of any provision Borrower or such Affiliate certifying as to compliance with the provisions of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.202.16.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, HoldingsAgreement, the Borrower or any of the Restricted Subsidiaries may, may at any time and from time to time, time make open market purchases of Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) Borrower has identified itself as the purchaser in such Open Market Purchase and so long as no Default or Event of Default shall have occurred and be continuing on at the date time of such Open Market Purchase;. (iib) neither Holdings, The Administrative Agent shall receive from the Borrower nor any Restricted Subsidiary shall use a fully executed and completed Open Market Assignment and Acceptance substantially in the proceeds form of any Revolving Borrowing to finance any such purchase; andExhibit A-2 hereto. (iiic) the The aggregate principal amount (calculated on the face amount thereof) of all Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall immediately and automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase Open Market Purchase (and may not be resold), assigned or participated out by the Borrower) for all purposes of this Agreement and all other Loan Documents, including, without limitation, (i) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (ii) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document, (iii) the providing of any rights to the Borrower as a Lender under this Agreement or any other Loan Document and (iv) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. (bd) The Borrower will promptly advise the Administrative Agent of the total amount of all Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans so purchased by the Borrower and the Administrative Agent is authorized to make appropriate entries in the Register to reflect such cancellation and retirement. (e) With respect to all purchases Open Market Purchases of Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans made by the Borrower pursuant to this Section 2.202.10, (xi) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase Open Market Purchase all accrued and unpaid interest, if any, on the purchased Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans up to the settlement date of such purchase Open Market Purchase (except to the extent otherwise set forth in the relevant purchase documents document as agreed by the respective selling Lender) and (yii) such purchases Open Market Purchases (and after the payments made therefor by the Borrower and the cancellation of the purchased Initial Term Loans, Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01(a) or Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)5.06. (cf) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 2.10 and hereby waive the requirements of any provision of this Agreement other than this Section 2.10 (including, without limitation, Sections 5.015.01(b), 5.02 5.02, 5.03, 5.04, 5.06 and 13.06 (11.08, it being understood and acknowledged that purchases Open Market Purchases of the Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 2.10 shall not constitute Investments by such Person)the Borrower) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.202.10. (g) The Borrower shall not use the proceeds of any loans or other extensions of credit under the ABL Facility for any Open Market Purchase pursuant to this Section 2.10. (h) Each Lender participating in any Open Market Purchase acknowledges and agrees that in connection with such Open Market Purchase, (1) the Borrower then may have non-public information relating to the Initial Term Loans, Incremental Term Loans, Refinancing Term Loans or Extended Term Loans or regarding itself and its Subsidiaries, (2) such Lender has independently and, without reliance on the Borrower or any of its Subsidiaries, the Administrative Agent or any Related Parties of the Administrative Agent, made its own analysis and determination to participate in such Open Market Purchase notwithstanding such Lender’s lack of knowledge of non-public information, (3) none of the Borrower, its Subsidiaries, the Administrative Agent or any Related Parties of the Administrative Agent shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower and its Subsidiaries, the Administrative Agent and any Related Parties of the Administrative Agent, under applicable laws or otherwise, with respect to the nondisclosure of the non-public information and (4) the non-public information may not be available to the Administrative Agent or the other Lenders. (i) The aggregate outstanding principal amount of the Term Loans of the applicable Class shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans purchased by (and subsequently cancelled hereunder) the Borrower pursuant to this Section 2.10 and each principal repayment installment with respect to the Term Loans of such Class pursuant to Section 5.01(a) shall be reduced pro rata by the par value of the aggregate principal amount of the Term Loans so purchased (and subsequently cancelled).

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Borrower or any of the Restricted Subsidiaries Any Lender may, at any time and from time to time, make assign all or a portion of its rights and obligations under the Term Facility to Holdings or the Borrower on a non pro rata basis at par or at a discount to par through (x) Dutch auctions open to all Lenders in accordance with procedures of the type described in Section 2.08(a)(iii) and (y) open market purchases (including through a broker acting on behalf of Term Holdings or the Borrower) in accordance with this clause (f); provided that proceeds of Revolving Credit Loans (eachmay not be used to fund Dutch auctions or open market purchases by Holdings or the Borrower hereunder; provided, an “Open Market Purchase”)further, so long as the following conditions are satisfiedthat: (i) no Event any Term Loans so acquired shall be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of Default the Term Loans shall have occurred be deemed reduced by the full par value of the aggregate principal amount of the Term Loans so retired and be continuing cancelled, and shall not change the scheduled amortization of the Term Loans required by Section 2.07, except to reduce the amount outstanding and due and payable on the date applicable Term Facility Maturity Date (and such reduction, for the avoidance of doubt, shall only apply, on a non-pro-rata basis, to the Term Loans that are the subject of such Open Market Purchaseassignment (provided that, for the avoidance of doubt, such reduction shall apply on a pro rata basis to the Term Loans of the same class and tranche that are held by the applicable assigning Term Lender)); (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased par principal amount of the applicable Term Loans up to the settlement date of such purchase (except to assignment and, if any Eurodollar Rate Loan is assigned on a date other than the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation scheduled last day of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by HoldingsInterest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 3.05; and (iii) on the date of any such assignment, the Borrower shall deliver to the assignee a certificate of an Authorized Officer stating that the assignor does not have any material Non-Public Information with respect to Holdings or any Restricted Subsidiary contemplated by this Section 2.20 shall of its Subsidiaries that either (A) has not constitute Investments by been disclosed to the Lenders (other than Lenders that do not wish to receive such Person)information) or any other Credit Document that may has not otherwise prohibit any Open Market Purchase by this Section 2.20been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD, prior to such time or (B) if not disclosed to the Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, Holdings and its Subsidiaries.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Lead Borrower or any of the its Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Lead Borrower or any of the its Restricted Subsidiaries shall automatically be cancelled and retired by the Borrowers on the settlement date of the relevant purchase (and may not be resold); (iii) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.20 shall not exceed 20% of the original aggregate outstanding principal amount of the Term Loans; (iv) the Lead Borrower or any of its Restricted Subsidiaries shall not use the proceeds of any borrowing under the ABL Credit Agreement to finance any such repurchase; (v) each Borrower shall make the No Undisclosed Information Representation; and (vi) at the time of each purchase of Term Loans through Open Market Purchases, the Lead Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (i), (iv) and (v). (b) With respect to all purchases of Term Loans made by the Lead Borrower pursuant to this Section 2.20, (x) Holdings, the Lead Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by the Lead Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments set forth in Section 5.02(a)(i) shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the any Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such PersonBorrower)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Borrower or any of the Restricted its Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted its Subsidiaries shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (iii) the aggregate principal amount of all Term Loans purchased pursuant to this Section 2.20 shall not exceed 20% of the largest ever outstanding Term Loan Commitments; (iv) [reserved]; (v) the Borrower shall make the No Undisclosed Information Representation; and (vi) at the time of each purchase of Term Loans through Open Market Purchases, the Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer certifying as to compliance with preceding clauses (i), (iii) and (v). (b) With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section Sections 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, HoldingsAgreement, the Borrower or any of the Restricted Subsidiaries may, may at any time and from time to time, time make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase, and the Borrower shall have delivered to the Administrative Agent a certificate signed by an officer of the Borrower confirming compliance with this sub-section (i); (ii) neither Holdingsafter giving effect to any purchase of Term Loans pursuant to this Section 2.19, the sum of (x) the unutilized Total Revolving Commitments and (y) the aggregate amount of all unrestricted Cash and Temporary Cash Investments of the Borrower nor any Restricted Subsidiary less (z) the aggregate amount of long-term Debt of the Borrower and its Consolidated Subsidiaries (other than the Term Loans) coming due within twelve months, shall use the proceeds of any Revolving Borrowing to finance any such purchase; andnot be less than $250,000,000; (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); and (iv) the aggregate principal amount of all Term Loans purchased pursuant to Section 2.18 and Section 2.19 shall not exceed $250,000,000. (b) With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.202.19, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents document as agreed by the respective selling Lender) and (y) such purchases (and after the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.012.06, 5.02 Section 2.09 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)Section 2.14. (c) The Administrative Agent agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 2.19 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01Section 2.06, 5.02 Section 2.09, Section 2.14, Section 9.05, Section 9.06 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.Section

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, HoldingsAgreement, the Borrower or any of the Restricted Subsidiaries may, may at any time and from time to time, time make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase, and the Borrower shall have delivered to the Administrative Agent a certificate signed by an officer of the Borrower confirming compliance with this sub-section (i); (ii) neither Holdingsafter giving effect to any purchase of Term Loans pursuant to this Section 2.19, the sum of (x) the unutilized Total Revolving Commitments and (y) the aggregate amount of all unrestricted Cash and Temporary Cash Investments of the Borrower nor any Restricted Subsidiary less (z) the aggregate amount of long-term Debt of the Borrower and its Consolidated Subsidiaries (other than the Term Loans) coming due within twelve months, shall use the proceeds of any Revolving Borrowing to finance any such purchase; andnot be less than $250,000,000; (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); and (iv) the aggregate principal amount of all Term Loans purchased pursuant to Section 2.18 and Section 2.19 shall not exceed $250,000,000. (b) With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.202.19, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents document as agreed by the respective selling Lender) and (y) such purchases (and after the payments made therefor by the Borrower and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.012.06, 5.02 Section 2.09 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)Section 2.14. (c) The Administrative Agent agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 2.19 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01Section 2.06, 5.02 Section 2.09, Section 2.14, Section 9.05, Section 9.06 and 13.06 Section 9.08 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 2.19 shall not constitute Investments by such Personthe Borrower)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.202.19.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any other Credit Loan Document, Holdings, the Borrower Holdings or any of the Restricted its Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: : (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; ; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired by the purchaser thereof on the settlement date of the relevant purchase (and may not be resold). ; and (iii) the proceeds of Revolving Credit Loans shall not be used for a purchase of any Term Loans in connection with any Auction. (b) With respect to all purchases of Term Loans made by Holdings or any of its Subsidiaries pursuant to this Section 2.202.15, (x) Holdings, the Borrower Holdings or such Restricted Subsidiary (as applicable) shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor by Holdings or such Subsidiary (as applicable) and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05 or Section 5.01, 5.02 or 13.062.13. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 2.15 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 Section 2.05 and 13.06 Section 2.13 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 2.15 shall not constitute Investments by such Personthe Borrowers)) or any other Credit Loan Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.2.15. Section 2.16

Open Market Purchases. (a) Notwithstanding anything In lieu of completing its subscription pursuant to the contrary contained in this Agreement or any other Credit Document, HoldingsSection 1 hereof, the Borrower or any of the Restricted Subsidiaries Subscriber may, at any time and its option, elect to purchase Company Shares from time third parties (other than the Company) through a broker for its own account pursuant to time, make open open-market purchases of Term Loans transactions (each, other than through the Company) (an “Open Open-Market Purchase”) after the deadline for redemptions of Company Shares in connection with the Company’s shareholder meeting to approve, among other things, the Merger Agreement, pursuant to the Company’s certificate of incorporation (such deadline, the “Redemption Deadline”), which shall be completed at a price per share no higher than the price offered by the Company in connection with such redemption. The number of Shares that the Subscriber shall be obligated to purchase pursuant to Section 1 of this Subscription Agreement (the “Subscribed Shares”) shall, at the Subscriber’s election, be reduced (the “Reduction Right”) by the number of Company Shares so long purchased and beneficially owned (as defined in Rule 13d-3 under the following conditions are satisfied: Exchange Act) by the Subscriber (ithe “Acquired Shares”), subject to the Subscriber (x) no Event agreeing to (A) not sell or otherwise transfer such Company Shares prior to the consummation of Default shall the Transactions, and (B) to the extent it has the right to have occurred and be continuing on the date any of such Open Market Purchase; Company Shares redeemed for cash in connection with the consummation of the Transaction, not exercise any such redemption rights and revoke prior to the Closing any existing redemption elections made with respect to such Company Shares (ii) neither Holdingscollectively, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any “Reduction Conditions”) and (y) complying with such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any Reduction Conditions as of the Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold)Closing. (b) With respect If the Subscriber desires to all purchases exercise its Reduction Right, the Subscriber shall, promptly (and in no event later than the earlier of Term Loans made (i) two business days after the consummation of such Open-Market Purchase and (ii) one business day prior to the Closing) give written notice to PubCo of (i) the date of such Open-Market Purchase, (ii) the number of Acquired Shares pursuant to which an exercise of a Reduction Right is being exercised (which shall equal the number of Subscribed Shares subject to such reduction) and (iii) an affirmation of the Reduction Conditions and evidence reasonably satisfactory to PubCo and the Company of its compliance with the Reduction Conditions. In the event that subsequent to exercising its Reduction Right, the Subscriber desires to lower the number of Subscribed Shares subject to such reduction (i.e., increase the number of Subscribed Shares to be purchased pursuant to this Section 2.20Subscription Agreement), the Subscriber may so amend its prior Reduction Right election with the consent of PubCo, which consent shall not be unreasonably withheld, delayed or conditioned. (c) Upon consummation of the Transaction, PubCo shall pay or cause to be paid to the Subscriber in respect of each Acquired Share an amount in cash equal to (on a per share basis) the difference between (x) Holdingsthe price paid by Subscriber for such Acquired Share (which, for the Borrower or such Restricted Subsidiary shall pay on avoidance of doubt, will not be higher than the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed redemption price offered by the respective selling LenderCompany) and (y) such purchases (and the payments made therefor and Purchase Price, provided that, at the cancellation option of the purchased Term LoansSubscriber, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At such amount may be withheld from the time of purchases of Term Loans Aggregate Purchase Price payable pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments)Section 2 hereof. (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, the Borrower or any of the its Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: : (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; ; and (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the its Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold).. 61 (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20. Section 3. [Reserved].

Open Market Purchases. 12.1 In the event Subscriber elects to purchase Class A Ordinary Shares for its own account pursuant to open-market transactions at a price no higher than the amount equal to the sum (ai) of $10 plus (ii) the Cash Consideration (as defined in the Business Combination Agreement) (the “Redemption Price”) with third parties (the “Open-Market Purchase Shares”) after the date hereof and prior to the record date (the “Record Date”) established for voting at the extraordinary general meeting of shareholder of Rxxxx held to approve the Transactions (the “Shareholder Meeting”), and/or (ii) to the extent Subscriber elects to apply any Class A Ordinary Shares it beneficially owns as of the date of this Subscription Agreement (the “Currently Owned Shares”, with such number of Currently Owned Shares not to exceed the amount listed on the signature page hereto), the number of Shares that Subscriber shall be obligated to purchase pursuant to this Subscription Agreement may be reduced on a one-for-one basis, at Subscriber’s election, by up to the total number of Open-Market Purchase Shares and Currently Owned Shares beneficially owned by such Subscriber (the “Reduction Right”); in each case, subject to Subscriber agreeing, (i) with respect to the Open-Market Purchase Shares, to (A) not sell or otherwise transfer such Open-Market Purchase Shares prior to the consummation of the Transactions, (B) not vote any Open-Market Purchase Shares in favor of approving the Transactions and instead submit a proxy abstaining from voting thereon, and (C) to the extent it has the right to have any of its Open-Market Purchase Shares redeemed for cash in connection with the consummation of the Transactions, not exercise any such redemption rights (collectively, the “Open-Market Purchase Reduction Conditions”), and (ii) with respect to the Currently Owned Shares, to (A) not sell or otherwise transfer such Currently Owned Shares prior to the consummation of the Transactions, (B) vote all of its Currently Owned Shares in favor of approving the Transactions at the Shareholder Meeting, and (C) to the extent it has the right to have any of its Currently Owned Shares redeemed for cash in connection with the consummation of the Transactions, not exercise any such redemption rights (the “Currently Owned Shares Reduction Conditions”). 12.2 Subscriber shall, no later than one (1) Business Day after the Record Date, deliver a certificate (the “Certificate”) to Rigel, signed by Subscriber, certifying: (i) the number of Shares for which Subscriber has elected to exercise its Reduction Right, including the number of Open-Market Purchase Shares and Currently Owned Shares so elected, and (ii)(x) with respect to any such Open-Market Purchase Shares, (1) the date of such Open-Market Purchase, (2) confirmation that the price per share at which such Open-Market Purchase Shares were purchased by Subscriber was no higher than the Redemption Price, and (3) an affirmation that Subscriber has and will comply with the Open-Market Purchase Reduction Conditions, and (y) with respect to any such Currently Owned Shares, an affirmation that Subscriber has and will comply with the Currently Owned Shares Reduction Conditions. In the event that subsequent to exercising its Reduction Right, Subscriber desires to lower the number of Shares subject to such reduction (i.e., increase the number of Shares to be purchased pursuant to this Subscription Agreement), Subscriber may so amend the Certificate with the consent of Rigel. Notwithstanding anything to the contrary contained in this Agreement or any other Credit Documentthe foregoing, Holdings, the Borrower or any of the Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans no later than three (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i3) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date of the relevant purchase (and may not be resold). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up Business Days prior to the settlement date of such purchase (except to the extent otherwise Closing Date as set forth in the relevant purchase documents Closing Notice, Subscriber shall reaffirm to Rigel in writing that the certifications included in the Certificate are true and correct, and shall provide Rigel with such other information as agreed by it may reasonably request in order for Rigel to issue the respective selling Lender) and (y) such purchases (and Sponsor Transfer Shares to Subscriber prior to the payments made therefor and the cancellation consummation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (Transactions including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases the legal name of the Term Loans person in whose name the Sponsor Transfer Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. 12.3 In support of the financial condition of Rigel and Newco in order to attract additional sources of capital for and preservation of its business, Sponsor shall surrender an aggregate number of the Class B ordinary shares, par value $0.0001, it holds to Rigel in an amount equal to the number of Sponsor Forfeit Shares (as defined below), which Sponsor Forfeit Shares will be surrendered to Rigel prior to the consummation of the Transactions. As soon as reasonably practicable thereafter, Rxxxx shall transfer the Sponsor Forfeit Shares to Newco and Newco shall subsequently transfer such Sponsor Forfeit Shares to the Subscriber immediately prior to Closing. For this purpose, “Sponsor Forfeit Shares” for any Subscriber means a number of Class B ordinary shares equal to the sum of (i) (a) (I) 4, multiplied by Holdings(II) the aggregate number of Open-Market Shares and Currently Owned Shares for which Subscriber exercises its Reduction Right, divided by (b) 10, plus (ii) (a) (I) 4, multiplied by (II) the aggregate number of Shares subscribed for hereunder (after giving effect to any exercised Reduction Right), divided by (b) 10. No fractional Sponsor Forfeit Shares will be surrendered by Rxxxx and transferred to Subscriber in connection with the foregoing, but rather the aggregate number of Sponsor Forfeit Shares to be surrendered and transferred hereunder will be rounded down to the nearest whole number. Any Sponsor Forfeit Shares transferred to Subscriber pursuant to this Subscription Agreement will (x) be considered “Shares” for purposes of Section 4 hereof, (y) be free from any contractual restrictions on transfer and (z) contain restrictive legends similar to the Shares. Rigel, Newco, Blyvoor Resources and Subscriber intend and agree that, for U.S. federal income tax purposes, the Borrower or any Restricted Subsidiary contemplated by transactions pursuant to this Section 2.20 12.3 shall not constitute Investments be treated as (A) a non-taxable contribution by such Person)Sponsor of the Sponsor Forfeit Shares to the capital of Rigel for no consideration and (B) or any an issuance by Newco of an amount of Newco Ordinary Shares equal to the number Sponsor Forfeit Shares to Subscriber in connection with its acquisition of Shares pursuant to this Subscription Agreement. Each party shall, and shall cause its controlled affiliates to, file all tax returns and other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20reports consistent with the foregoing.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, HoldingsAgreement, the Borrower or any of the Restricted Subsidiaries may, may at any time and from time to time, time make open market purchases of Term Loans, Closing Tranche Term Loans and/or Additional Term Loans under any Class (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Default or Event of Default shall have occurred and be continuing on the date of such Open Market Purchase, and the Borrower shall have delivered to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower confirming compliance with this clause (i); (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans, Closing Tranche Term Loans and Additional Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); and (iii) [Reserved]; and (iv) the Borrower represents and warrants that, at the time of such purchase, it shall have no material non-public information that has not been previously disclosed to Lenders other than those Lenders that have elected not to receive material non-public information. (b) With respect to all purchases of Term Loans, Closing Tranche Term Loans and Additional Term Loans made by the Borrower pursuant to this Section 2.20, (x) Holdings2.23, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans, Closing Tranche Term Loans and/or Additional Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents document as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 2.23 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by in accordance with this Section 2.202.23.

Open Market Purchases. (ai) Notwithstanding anything Subject to the contrary contained in this Agreement terms and conditions set forth or any other Credit Document, Holdingsreferred to below, the Borrower or any of the Restricted Subsidiaries may, at any time and may from time to time, make in its discretion, effect open market purchases of Term Loans (eachon a non-pro rata basis in accordance with the procedures, an “Open Market Purchase”terms and conditions set forth in this Section 11.06(g), so long as the following conditions are satisfied: (iA) no Event of Default shall have occurred and be continuing on at the date time of such Open Market Purchasepurchase of any Term Loans; (iiB) each offer to purchase Term Loans pursuant to this Section 11.06(g) shall be made by the Borrower to all Term A Lenders or all Incremental Term Lenders under the applicable Incremental Term Facility, as applicable; (C) the assigning Lender and the Borrower shall execute and deliver to the Administrative Agent an Affiliated Assignment and Assumption in lieu of an Assignment and Assumption; (D) for the avoidance of doubt, the Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to the Borrower; (E) any Term Loans assigned to the Borrower shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder, and such Term Loans may not be resold (it being understood and agreed that (A) any gains or losses by the Borrower upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Consolidated Net Income and Consolidated EBITDA and (B) any assignment of Term Loans pursuant to this Section 11.06(g) shall not constitute a voluntary or mandatory prepayment of Term Loans for purposes of this Agreement); (F) neither Holdings, the Borrower nor any Restricted Subsidiary of its Affiliates shall be required to make any representation that it is not in possession of material non-public information with respect to the Borrower, the Loan Parties, their respective Subsidiaries or their respective securities and all parties to the relevant transactions may render customary “big boy” disclaimer letters; (G) the Borrower may not use the proceeds proceeds, direct or indirect, of Revolving Loans to purchase any Revolving Borrowing to finance any such purchaseTerm Loans; and (iiiH) the aggregate principal amount (calculated on the face amount thereof) of all any tranche of Term Loans so purchased by Holdings, the Borrower in open market purchases pursuant to this Section 11.06(g), shall not in any event exceed 25% of the initial aggregate principal amount of such tranche of Term Loans (it being understood that such 25% limitation will be calculated based on such initial principal amounts and the cumulative principal amounts so purchased, regardless of any cancellation of any tranche of Term Loans or any repayment or prepayment of the Restricted Subsidiaries shall automatically be cancelled and retired on the settlement date such tranche of the relevant purchase (and may not be resoldTerm Loans). (b) With respect to all purchases of Term Loans made pursuant to this Section 2.20, (x) Holdings, the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases of Term Loans pursuant to any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by the aggregate principal amount (taking the face amount thereof) of Term Loans repurchased pursuant to such Open Market Purchase, with such reduction to be applied to such Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayments). (cii) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by transactions effected pursuant to and in accordance with the terms of this Section 2.20 11.06(g). For the avoidance of doubt, it is understood and hereby waive agreed that the requirements provisions of any provision Section 2.13 will not apply to the purchases of Term Loans pursuant to and in accordance with the provisions of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person11.06(g)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.20.

Open Market Purchases. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Loan Document, Holdings, the Borrower or any Affiliate of the Restricted Subsidiaries Borrower (other than Intermediate Holdings, Parent or any of its other Subsidiaries) may, at any time and from time to timetime after the Closing Date, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing on the date of such Open Market Purchase; (ii) neither Holdings, the Borrower nor any Restricted Subsidiary shall use the proceeds of any Revolving Borrowing to finance any such purchase; and (iiia) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Holdings, the Borrower or any of the Restricted Subsidiaries such Affiliate shall automatically be cancelled and retired by Borrower or such Affiliate on the settlement date of the relevant purchase Open Market Purchase (and may not be resold). ) and Borrower or such Affiliate shall have delivered evidence thereof reasonably satisfactory to Agent of such cancellation and retirement, (b) With respect to all purchases the par principal amount of Term Loans made of the respective Tranche so purchased pursuant to this Section 2.20, (x) Holdings, 2.16 shall be applied to reduce the Borrower or such Restricted Subsidiary shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans up to the settlement date remaining scheduled repayments of such purchase (except to the extent otherwise set forth in the relevant purchase documents as agreed by the respective selling Lender) and (y) such purchases (and the payments made therefor and the cancellation of the purchased Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 5.01, 5.02 or 13.06. At the time of purchases Tranche of Term Loans of the applicable Lenders in inverse order of maturity (for the avoidance of doubt, any amount that is due and payable on the respective Term Loan Maturity Date for such Tranche of Term Loans shall constitute a scheduled repayment), (c) the Affiliate Assignment and Acceptance pursuant to which such Term Loans are to be purchased shall contain a representation and warranty by such Affiliate that such Affiliate does not have any MNPI that both (i) has not been previously disclosed in writing to Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time and (ii) would reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to participate in such Open Market Purchase or, if such Affiliate is unable to make such representation, all parties to the relevant transaction shall render customary “big boy” disclaimer letters, (d) except in connection with Term Loans purchased by an Affiliate of Borrower in any Open Market Purchase, the then remaining Scheduled Repayments shall be reduced by Minimum Liquidity Condition has been satisfied at such time and immediately after giving effect to the aggregate principal amount (taking the face amount thereof) purchase of Term Loans repurchased pursuant to such Open Market Purchase, (e) except in connection with such reduction to Term Loans purchased by an Affiliate of Borrower, no Default or Event of Default shall have occurred and be applied to such Scheduled Repayments on a pro rata basis continuing at the time of purchase of any Term Loans and (based on f) at the then remaining principal amount time of each such Scheduled Repayments). (c) The Administrative Agent and the Lenders hereby consent purchase of Term Loans pursuant to the Open Market Purchases contemplated by this Section 2.20 and hereby waive 2.16, Borrower or the requirements respective Affiliate shall have delivered to Agent an officer’s certificate of any provision Borrower or such Affiliate certifying as to compliance with the provisions of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by Holdings, the Borrower or any Restricted Subsidiary contemplated by this Section 2.20 shall not constitute Investments by such Person)) or any other Credit Document that may otherwise prohibit any Open Market Purchase by this Section 2.202.16.