Common use of Purchasing Borrower Parties Clause in Contracts

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (g) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) the Purchasing Borrower Party shall not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if not disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such Lender, except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”)Agreement, any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph Section 9.04(e) (which assignment and delegation will not constitute a prepayment of Loans for any purposes purpose of this Agreement and the other Loan Documents); provided that: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each such assignment in connection with an Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction ProceduresSection 2.23; (iii) the assigning Lender and the Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure Loans to a any Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation 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) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase assignment of Term Loans pursuant to this paragraph (gSection 9.04(e) shall not constitute a voluntary or mandatory prepayment of Term Loans for purposes of this Agreement); (vi) the any Purchasing Borrower Party shall not have at the time of such assignment (and shall represent and warrant at the time of such assignment that it does not have) any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by assignment to such Purchasing Borrower Party or (B) if not disclosed to such Lender, would could reasonably be expected to have a material effect upon, or otherwise be material to, (1) such Lender’s decision to participate in any make such Auction assignment or (2) the market price of the Term Loans, in each case, with respect Loans to be assigned to such Lender, except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; andPurchasing Borrower Party; (vii) no Purchasing Borrower Party may use the proceeds proceeds, direct or indirect, from Revolving Loans to purchase any Term Loans; (viii) no Purchasing Borrower Party shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of Holdings and its Subsidiaries are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to Holdings, any Subsidiary or their respective representatives or (C) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent with respect to any duties or obligations or alleged duties or obligations of such agent under the Loan Documents, other than any claims relating to such Lender’s rights hereunder; and (ix) no Term Loan may be assigned to a Purchasing Borrower Party pursuant to this Section 9.04(e) if, after giving effect to such assignment, Purchasing Affiliated Lenders and Purchasing Borrower Parties in the aggregate would own in excess of 10% of all Term Loans then outstanding; provided that, solely for purposes of making such determination, all Term Loans assigned to any Purchasing Borrower Party at any time pursuant to this Section 9.04(e) (and excluding, for the avoidance of doubt, any Term Loans assigned to any Purchasing Borrower Party as a result of a Auction Purchase Offer) shall be deemed to be outstanding and held by a Purchasing Borrower Party at the time of such determination.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including including, without limitation, the definition of “Eligible AssigneesAssignee”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise in accordance with this paragraph clauses (i) through (vii) below (which assignment and delegation delegation, in the case of the foregoing clauses (x) and (y) will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that:, in the case of assignments and delegations made pursuant to the foregoing clause (y): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income)law, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (gf) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) the Purchasing Borrower Party shall either (A) not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if advise the assigning Lender that it cannot disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, make the statement in the foregoing clause (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such LenderA), except to the extent that such Lender has entered into a customary “big boy” letter with Holdings or the Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including including, without limitation, the definition of “Eligible AssigneesAssignee”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise in accordance with this paragraph clauses (i) through (vii) below (which assignment and delegation delegation, in the case of the foregoing clauses (x) and (y) will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that:, in the case of assignments and delegations made pursuant to the foregoing clause (y): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income)law, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (ge) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) the Purchasing Borrower Party shall either (A) not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if advise the assigning Lender that it cannot disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, make the statement in the foregoing clause (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such LenderA), except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible AssigneesAssignee”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise pursuant to an Auction Purchase Offer in accordance with this paragraph clauses (i) through (vii) below (which assignment and delegation delegation, in the case of the foregoing clauses (x) and (y), will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that:, in the case of assignments and delegations made pursuant to the foregoing clause (y): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income)consequence, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (ge) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) the Purchasing Borrower Party shall either (A) not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if advise the assigning Lender that it cannot disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, make the statement in the foregoing clause (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such LenderA), except to the extent that such Lender has entered into a customary “big boy” letter with Holdings or the Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including including, without limitation, the definition of “Eligible AssigneesAssignee”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise in accordance with this paragraph clauses (i) through (vii) below (which assignment and delegation delegation, in the case of the foregoing clauses (x) and (y) will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that:, in the case of assignments and delegations made pursuant to the foregoing clause (y): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income)consequence, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (gf) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) the Purchasing Borrower Party shall either (A) not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if advise the assigning Lender that it cannot disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, make the statement in the foregoing clause (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such LenderA), except to the extent that such Lender has entered into a customary “big boy” letter with Holdings or the Swiss Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including including, without limitation, the definition of “Eligible AssigneesAssignee”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise in accordance with this paragraph clauses (i) through (vii) below (which assignment and delegation delegation, in the case of the foregoing clauses (x) and (y) will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that:, in the case of assignments and delegations made pursuant to the foregoing clause (y): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income)consequence, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (gf) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) the Purchasing Borrower Party shall either (A) not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if advise the assigning Lender that it cannot disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, make the statement in the foregoing clause (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such LenderA), except to the extent that such Lender has entered into a customary “big boy” letter with the BorrowerBorrowers; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including including, without limitation, the definition of “Eligible AssigneesAssignee”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise in accordance with this paragraph clauses (i) through (vii) below (which assignment and delegation delegation, in the case of the foregoing clauses (x) and (y) will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that:, in the case of assignments and delegations made pursuant to the foregoing clause (y): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income)consequence, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (gf) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) the Purchasing Borrower Party shall either (A) not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if advise the assigning Lender that it cannot disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, make the statement in the foregoing clause (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such LenderA), except to the extent that such Lender has entered into a customary “big boy” letter with Holdings or the Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including including, without limitation, the definition of “Eligible AssigneesAssignee”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income)consequence, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (gf) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); provided that, if the cancellation of any such Term Loans is not permitted by applicable law or gives rise to adverse tax consequences, then the Purchasing Borrower Party holding such Term Loans shall be subject to the limitations set forth in the second and third paragraphs of Section 9.04(f) to the same extent as if such Purchase Borrower Party were, instead, a Purchasing Debt Affiliate; (viv) the Purchasing Borrower Party shall either (A) not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if advise the assigning Lender that it cannot disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, make the statement in the foregoing clause (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such LenderA), except to the extent that such Lender has entered into a customary “big boy” letter with Holdings or the Borrower; and (viivi) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. (i) Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”)Agreement, any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph Section 10.07(k) (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (iA) no Default or Event of Default has occurred and or is continuing or would result therefrom; (iiB) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph Section 10.07(k) and the Auction Procedures; (iiiC) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit L hereto (an “Affiliated Lender Assignment and Assumption Assumption”) in lieu of an Assignment and Assumption; (ivD) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Credit Commitments or Revolving Exposure Credit Loans to a any Purchasing Borrower Party; (vE) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with as reasonably determined by the forgiveness of any Indebtedness income)Borrower, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA EBITDA); provided that, if the cancellation of any such Term Loans is not permitted by applicable law or gives rise to adverse tax consequences as reasonably determined by the Borrower, then the Purchasing Borrower Party holding such Term Loans shall be subject to paragraphs (ii) and (Biii) any purchase of Term Loans pursuant to this paragraph (g) shall not constitute a voluntary prepayment of Term Loans for purposes of this AgreementSection 10.07(k); (viF) the Purchasing Borrower Party shall not have any MNPI with respect to Holdings, any Borrower or any of the Guarantors that either (Aa) has not been disclosed to the assigning Lender Lenders (other than any such Lender Lenders that does do not wish to receive MNPIMNPI with respect to Holdings, the Borrower or any of the Guarantors) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (Bb) if not disclosed to such Lenderthe Lenders, would could reasonably be expected to have a material effect upon, or otherwise be material to, (1x) such a Lender’s decision to participate in any such Auction or (2y) the market price of the Term Loans, in each case, with respect to such Lender, except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; and (viiG) no Purchasing Borrower Party may use the proceeds from Revolving Credit Loans to purchase any Term Loans. (ii) Notwithstanding anything to the contrary in this Agreement, no Purchasing Borrower Party shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of Holdings and its Subsidiaries are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to Holdings, any Subsidiary or their respective representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II) or (C) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent with respect to any duties or obligations or alleged duties or obligations of such agent under the Loan Documents, other than any claims relating to such Lender’s rights hereunder. (iii) Notwithstanding anything in Section 10.01 or the definition of the term “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders or any other requisite class vote required by this Agreement (but not for any matter requiring the vote of all or any affected Lenders) have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans held by any Purchasing Borrower Party shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, or the requisite vote of any class of Lender, have taken any actions.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise pursuant to an Auction Purchase Offer in accordance with this paragraph clauses (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents)i) through (vii) below; provided that:that in the case of assignments and delegations made pursuant to the forgoing clause (y) (and, in the case of clause (v) below, the foregoing clause (x)): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (gf) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) the Purchasing Borrower Party shall not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if not disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such Lender, except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; provided that notwithstanding anything to the contrary set forth herein or in the Auction Procedures, it is understood and agreed that all holders of Term Loans of the applicable Class shall be offered a bona fide opportunity to participate in each assignment of Term Loans to a Purchasing Borrower Party on a pro rata basis and on identical terms (including as to any consideration paid in connection therewith); (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (g) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) the Purchasing Borrower Party shall not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if not disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such Lender, except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise pursuant to an Auction Purchase Offer in accordance with this paragraph clauses (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents)i) through (vii) below; provided that:that in the case of assignments and delegations made pursuant to the forgoing clause (y) (and, in the case of clause (v) below, the foregoing clause (x)): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (gf) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement); (vi) each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (1) the Purchasing Borrower Party then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent, the Auction Manager or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Administrative Agent, the Auction Manger or any of their respective Affiliates shall not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if not disclosed liability to such Lender, would reasonably be expected and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have a material effect uponagainst the Borrower, its Subsidiaries, the Administrative Agent, the Auction Manger and their respective Affiliates, under applicable laws or otherwise be material to, (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each caseotherwise, with respect to such Lender, except the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the extent that such Lender has entered into a customary “big boy” letter with Auction Manger or the Borrowerother Lenders; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including including, without limitation, the definition of “Eligible AssigneesAssignee”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (iv) below) or (y) otherwise in accordance with this paragraph clauses (i) through (v) below (which assignment and delegation delegation, in the case of the foregoing clauses (x) and (y) will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that:, in the case of assignments and delegations made pursuant to the foregoing clause (y): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (gf) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement);; and (viv) the Purchasing Borrower Party shall either (A) not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if advise the assigning Lender that it cannot disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, make the statement in the foregoing clause (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such LenderA), except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”)Agreement, any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph Section 9.04(e) (which assignment and delegation will not constitute a prepayment of Loans for any purposes purpose of this Agreement and the other Loan Documents); provided that: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each such assignment in connection with an Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction ProceduresSection 2.23; (iii) the assigning Lender and the Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure Loans to a any Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation 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) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase assignment of Term Loans pursuant to this paragraph (gSection 9.04(e) shall not constitute a voluntary or mandatory prepayment of Term Loans for purposes of this Agreement); (vi) the any Purchasing Borrower Party shall not have at the time of such assignment (and shall represent and warrant at the time of such assignment that it does not have) any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by assignment to such Purchasing Borrower Party or (B) if not disclosed to such Lender, would could reasonably be expected to have a material effect upon, or otherwise be material to, (1) such Lender’s decision to participate in any make such Auction assignment or (2) the market price of the Term Loans, in each case, with respect Loans to be assigned to such Lender, except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; andPurchasing Borrower Party; (vii) no Purchasing Borrower Party may use the proceeds proceeds, direct or indirect, from Revolving Loans to purchase any Term Loans; (viii) no Purchasing Borrower Party shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of Holdings and its Subsidiaries are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to Holdings, any Subsidiary or their respective representatives or (C) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent with respect to any duties or obligations or alleged duties or obligations of such agent under the Loan Documents, other than any claims relating to such Lxxxxx’s rights hereunder; and (ix) no Term Loan may be assigned to a Purchasing Borrower Party pursuant to this Section 9.04(e) if, after giving effect to such assignment, Purchasing Affiliated Lenders and Purchasing Borrower Parties in the aggregate would own in excess of 10% of all Term Loans then outstanding; provided that, solely for purposes of making such determination, all Term Loans assigned to any Purchasing Borrower Party at any time pursuant to this Section 9.04(e) (and excluding, for the avoidance of doubt, any Term Loans assigned to any Purchasing Borrower Party as a result of a Auction Purchase Offer) shall be deemed to be outstanding and held by a Purchasing Borrower Party at the time of such determination.

Purchasing Borrower Parties. (i) Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”)Agreement, any Lender may assign and delegate all or a portion of its Term Loans to the Company or any Subsidiary (each, a “Purchasing Borrower Party Party”) in accordance with this paragraph Section 9.04(f) (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (iA) no Default or Event of Default has occurred and or is continuing or would result therefrom; (iiB) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph Section 9.04(f) and the Auction Procedures; (iiiC) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit F-2 hereto (an “Affiliated Lender Assignment and Assumption Assumption”) in lieu of an Assignment and Assumption; (ivD) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall, without further action by any Person, be immediately deemed permanently cancelled for all purposes and no longer outstanding (and may not be resold by any Purchasing Borrower Party), and the principal amount of the Term Loans so assigned shall be automatically and permanently cancelled upon applied on a pro rata basis to reduce the effectiveness scheduled remaining installments of principal on such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (Class of Term Loans, it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and or Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (g) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement)EBITDA; (viE) in no event shall any Purchasing Borrower Party be entitled to vote hereunder in connection with the assigned Term Loans; (F) no more than one (1) Auction Purchase Offer with respect to any Class may be ongoing at any one time, no more than four (4) Auction Purchase Offers (regardless of Class) may be made in any one year and any Auction Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; and (G) the Purchasing Borrower Party shall not have any MNPI with respect to any Loan Parties that either (Aa) has not been disclosed to the assigning Lender Lenders (other than any such Lender Lenders that does do not wish to receive MNPIMNPI with respect to any of the Loan Parties) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (Bb) if not disclosed to such Lenderthe Lenders, would could reasonably be expected to have a material effect upon, or otherwise be material to, (1x) such a Lender’s decision to participate in any such Auction or (2y) the market price of the Term Loans. (ii) In connection with any Term Loans assigned and cancelled pursuant to this Section 9.04(f), the Administrative Agent is authorized to make appropriate entries in each casethe Register to reflect any such cancellation. Any payment made by any Purchasing Borrower Party in connection with an assignment permitted by this Section 9.04(f) shall not be subject to any of the pro rata payment or sharing requirements of this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, with respect no Purchasing Borrower Party shall have any right to such Lender(A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Company and its Subsidiaries are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent that such Lender has entered into information or materials have been made available to the Company, any Subsidiary or their respective representatives or (C) make or bring any claim, in its capacity as a customary “big boy” letter Lender, against the Administrative Agent with respect to any duties or obligations or alleged duties or obligations of such agent under the Borrower; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term LoansLoan Documents.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”)Agreement, any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be made to all Term Lenders of each applicable Class ratably and shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure Loans to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income)consequence, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) EBITDA); provided that, if the cancellation of any purchase of such Term Loans pursuant is not permitted by applicable law or gives rise to this paragraph (g) shall not constitute a voluntary prepayment of adverse tax consequences, then the Purchasing Borrower Party holding such Term Loans for purposes shall be subject to the limitations set forth in the second and third paragraphs of this Agreement)paragraph; (vi) the Purchasing Borrower Party shall not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if not disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each case, with respect to such LenderParty, except to the extent that such Lender has entered into a customary “big boy” letter with Holdings or the Borrower; provided that no Lender shall be required to enter into any such “big boy” letter; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Purchasing Borrower Party holding any Term Loans shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent and/or the Lenders to which representatives of Holdings, the Borrower and the Subsidiaries are not invited, (ii) receive any information or material prepared by the Administrative Agent, any Arranger or any Lender or any communication by or among the Administrative Agent, the Arrangers and/or the Lenders, except to the extent such information or materials have been made available to Holdings, the Borrower, any Subsidiary or their respective representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II) or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against any the Administrative Agent, any Issuing Bank or any other Lender with respect to any duties or obligations or alleged duties or obligations of the Administrative Agent, any Issuing Bank or any Lender under this Agreement or any other Loan Document. Furthermore, notwithstanding anything in Section 9.02 or the definition of the term “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders or any other requisite Class vote required by this Agreement have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to this Agreement or any other Loan Document or (iii) directed or required the Administrative Agent, any Issuing Bank or any Lender to undertake any action (or refrain from taking any action) with respect to or under this Agreement or any other Loan Document, all Term Loans held by any Purchasing Borrower Party holding any Term Loans shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or the requisite vote of any Class of Lenders have taken any actions.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise pursuant to an Auction Purchase Offer in accordance with this paragraph clauses (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents)i) through (vii) below; provided that:that in the case of assignments and delegations made pursuant to the forgoing clause (y) (and, in the case of clause (v) below, the foregoing clause (x)): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption; (iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (gf) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement);; [[6121596]] (vi) each Lender participating in any Auction acknowledges and agrees that in connection with such Auction, (1) the Purchasing Borrower Party then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to participate in such Auction (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent, the Auction Manager or any of their respective Affiliates, made its own analysis and determination to participate in such Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Administrative Agent, the Auction Manger or any of their respective Affiliates shall not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if not disclosed liability to such Lender, would reasonably be expected and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have a material effect uponagainst the Borrower, its Subsidiaries, the Administrative Agent, the Auction Manger and their respective Affiliates, under applicable laws or otherwise be material to, (1) such Lender’s decision to participate in any such Auction or (2) the market price of the Term Loans, in each caseotherwise, with respect to such Lender, except the nondisclosure of the Excluded Information. Each Lender participating in any Auction further acknowledges that the Excluded Information may not be available to the extent that such Lender has entered into a customary “big boy” letter with Auction Manger or the Borrowerother Lenders; and (vii) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. (i) Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”)Agreement, any Lender may assign and delegate all or a portion of its Term Loans to the Company or any Subsidiary (each, a “Purchasing Borrower Party Party”) in accordance with this paragraph Section 9.04(f) (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (iA) no Default or Event of Default has occurred and or is continuing or would result therefrom; (iiB) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph Section 9.04(f) and the Auction Procedures; (iiiC) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit G-2 hereto (an “Affiliated Lender Assignment and Assumption Assumption”) in lieu of an Assignment and Assumption; (ivD) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure Loans to a any Purchasing Borrower Party; (vE) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall, without further action by any Person, be immediately deemed permanently cancelled for all purposes and no longer outstanding (and may not be resold by any Purchasing Borrower Party), and the principal amount of the Term Loans so assigned shall be automatically and permanently cancelled upon applied on a pro rata basis to reduce the effectiveness scheduled remaining installments of principal on such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (Class of Term Loans, it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and or Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (g) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement)EBITDA; (viF) in no event shall any Purchasing Borrower Party be entitled to vote hereunder in connection with the assigned Term Loans; (G) no more than one (1) Auction Purchase Offer with respect to any Class may be ongoing at any one time, no more than four (4) Auction Purchase Offers (regardless of Class) may be made in any one year and any Auction Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; (H) the Purchasing Borrower Party shall not have any MNPI with respect to any Loan Parties that either (Aa) has not been disclosed to the assigning Lender Lenders (other than any such Lender Lenders that does do not wish to receive MNPIMNPI with respect to any of the Loan Parties) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (Bb) if not disclosed to such Lenderthe Lenders, would could reasonably be expected to have a material effect upon, or otherwise be material to, (1x) such a Lender’s decision to participate in any such Auction or (2y) the market price of the Term Loans, in each case, with respect to such Lender, except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; and (viiI) no Purchasing Borrower Party may use the proceeds from Revolving Loans or Swingline Loans to purchase any Term Loans. (ii) In connection with any Term Loans assigned and cancelled pursuant to this Section 9.04(f), the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation. Any payment made by any Purchasing Borrower Party in connection with an assignment permitted by this Section 9.04(f) shall not be subject to any of the pro rata payment or sharing requirements of this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, no Purchasing Borrower Party shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Company and its Subsidiaries are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Company, any Subsidiary or their respective representatives or (C) make or bring any claim, in its capacity as a Lender, against the Administrative Agent with respect to any duties or obligations or alleged duties or obligations of such agent under the Loan Documents.

Purchasing Borrower Parties. (i) Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”)Agreement, any Lender may assign and delegate all or a portion of its Term Loans to the Borrower or any Subsidiary (each, a “Purchasing Borrower Party Party”) in accordance with this paragraph Section 9.04(e) (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (iA) no Default or Event of Default has occurred and or is continuing or would result therefrom; (iiB) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph Section 9.04(e) and the Auction Procedures; (iiiC) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit H-2 hereto (an “Affiliated Lender Assignment and Assumption Assumption”) in lieu of an Assignment and Assumption; (ivD) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party; (v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall, without further action by any Person, be immediately deemed permanently cancelled for all purposes and no longer outstanding (and may not be resold by any Purchasing Borrower Party), and the principal amount of the Term Loans so assigned shall be automatically and permanently cancelled upon applied on a pro rata basis to reduce the effectiveness scheduled remaining installments of principal on such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (Class of Term Loans, it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (g) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement)or EBITDA; (viE) in no event shall any Purchasing Borrower Party be entitled to vote hereunder in connection with the assigned Term Loans; (F) no more than one (1) Auction Purchase Offer with respect to any Class may be ongoing at any one time, no more than four (4) Auction Purchase Offers (regardless of Class) may be made in any one calendar year and any Auction Purchase Offer with respect to any Class shall be offered to all Term Lenders holding Term Loans of such Class on a pro rata basis; and (G) the Purchasing Borrower Party shall not have any MNPI with respect to any Loan Parties that either (Aa) has not been disclosed to the assigning Lender Lenders (other than any such Lender Lenders that does do not wish to receive MNPIMNPI with respect to any of the Loan Parties) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (Bb) if not disclosed to such Lenderthe Lenders, would could reasonably be expected to have a material effect upon, or otherwise be material to, (1x) such a Lender’s decision to participate in any such Auction or (2y) the market price of the Term Loans. (ii) In connection with any Term Loans assigned and cancelled pursuant to this Section 9.04(e), the Administrative Agent is authorized to make appropriate entries in each casethe Register to reflect any such cancellation. Any payment made by any Purchasing Borrower Party in connection with an assignment permitted by this Section 9.04(e) shall not be subject to any of the pro rata payment or sharing requirements of this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, with respect no Purchasing Borrower Party shall have any right to such Lender(A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower and its Subsidiaries are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent that such Lender has entered into a customary “big boy” letter with information or materials have been made available to the Borrower; and , any Subsidiary or their respective representatives or (viiC) no Purchasing Borrower Party may use make or bring any claim, in its capacity as a Lender, against the proceeds from Revolving Loans Administrative Agent with respect to purchase any Term Loansduties or obligations or alleged duties or obligations of such agent under the Loan Documents.

Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”)Agreement, any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph Section 10.04(h) (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (iA) no Default or Event of Default has occurred and or is continuing or would result therefrom; (iiB) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph Section 10.04(h) and the Auction Procedures; (iiiC) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit P hereto (an “Affiliated Lender Assignment and Assumption Assumption”) in lieu of an Assignment and Assumption; (ivD) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower PartyLoans; (vE) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income)consequence, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA EBITDA); provided that, if the cancellation of any such Term Loans is not permitted by applicable law or gives rise to adverse tax consequences, then the Purchasing Borrower Party holding such Term Loans shall be subject to paragraphs (ii) and (Biii) any purchase of Term Loans pursuant Section 10.04(i) to this paragraph (g) shall not constitute the same extent as if such Purchase Borrower Party were, instead, a voluntary prepayment of Term Loans for purposes of this Agreement)Purchasing Debt Affiliate; (viF) the Purchasing Borrower Party shall not have any MNPI material non-public information (“MNPI”) with respect to Holdings, any Borrower or any of the Restricted Subsidiaries that either (Aa) has not been disclosed to the assigning Lender Lenders (other than any such Lender Lenders that does do not wish to receive MNPIMNPI with respect to Holdings, any Borrower or any of the Restricted Subsidiaries) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (Bb) if not disclosed to such Lenderthe Lenders, would could reasonably be expected to have a material effect upon, or otherwise be material to, (1i) such a Lender’s decision to participate in any such Auction or (2ii) the market price of the Term Loans, in each case, with respect to such Lender, except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; and (viiG) no Purchasing Borrower Party may use the proceeds from Revolving Loans to purchase any Term Loans.

Purchasing Borrower Parties. (i) Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”)Agreement, any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph Section 10.07(k) (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that: (iA) no Default or Event of Default has occurred and or is continuing or would result therefrom; (iiB) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph Section 10.07(k) and the Auction Procedures; (iiiC) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit L hereto (an “Affiliated Lender Assignment and Assumption Assumption”) in lieu of an Assignment and Assumption; (ivD) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Credit Commitments or Revolving Exposure Credit Loans to a any Purchasing Borrower Party; (vE) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with as reasonably determined by the forgiveness of any Indebtedness income)Borrower, any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA EBITDA); provided that, if the cancellation of any such Term Loans is not permitted by applicable law or gives rise to adverse tax consequences as reasonably determined by the Borrower, then the Purchasing Borrower Party holding such Term Loans shall be subject to paragraphs (ii) and (Biii) any purchase of Term Loans pursuant to this paragraph (g) shall not constitute a voluntary prepayment of Term Loans for purposes of this AgreementSection 10.07(k); (viF) the Purchasing Borrower Party shall not have any MNPI with respect to Holdings, the Borrower or any of the Guarantors that either (Aa) has not been disclosed to the assigning Lender Lenders (other than any such Lender Lenders that does do not wish to receive MNPIMNPI with respect to Holdings, the Borrower or any of the Guarantors) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (Bb) if not disclosed to such Lenderthe Lenders, would could reasonably be expected to have a material effect upon, or otherwise be material to, (1x) such a Lender’s decision to participate in any such Auction or (2y) the market price of the Term Loans, in each case, with respect to such Lender, except to the extent that such Lender has entered into a customary “big boy” letter with the Borrower; and (viiG) no Purchasing Borrower Party may use the proceeds from Revolving Credit Loans to purchase any Term Loans. (ii) Notwithstanding anything to the contrary in this Agreement, no Purchasing Borrower Party shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of Holdings and its Subsidiaries are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to Holdings, any Subsidiary or their respective representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II) or (C) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent with respect to any duties or obligations or alleged duties or obligations of such agent under the Loan Documents, other than any claims relating to such Lender’s rights hereunder. (iii) Notwithstanding anything in Section 10.01 or the definition of the term “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders or any other requisite class vote required by this Agreement (but not for any matter requiring the vote of all or any affected Lenders) have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans held by any Purchasing Borrower Party shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, or the requisite vote of any class of Lender, have taken any actions.