Common use of Disqualified Lenders Clause in Contracts

Disqualified Lenders. (i) If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the Borrower’s prior written consent (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Administrative Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Loan and/or participation in any Letter of Credit held by such Disqualified Person, purchase such Loan or participation and/or (C) require such Disqualified Person to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.04), all of its interests, rights and obligations under this Agreement; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) par and (2) the amount that such Disqualified Person paid for the applicable Loans and participations in Letters of Credit, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Person under Section 2.17 if any Eurodollar Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.04 (except that no registration and processing fee required under this Section 10.04 shall be required with any assignment pursuant to this paragraph and (IV) in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted to (x) receive information (including financial statements) provided by any Loan Party, the Administrative Agent or any Lender and/or (y) attend and/or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders and the Administrative Agent, (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender or Issuing Lender to take (or refrain from taking) any such action; it being understood that all Loans held by any Disqualified Person shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any Class or all Lenders have taken any action, and (y) shall be deemed to vote in the same proportion as Lenders that are not Disqualified Persons in any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) shall not be entitled to receive the benefits of Section 10.03. For the sake of clarity, the provisions in this Section 10.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.

Disqualified Lenders. (i) If any assignment or participation under this Section 10.04 9.04 is made to any Disqualified Lender without the Borrower’s prior written consent (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Administrative Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Loan and/or participation in any Letter of Credit held by such Disqualified Person, purchase such Loan or participation and/or (C) require such Disqualified Person to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.049.04), all of its interests, rights and obligations under this Agreement; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) par and (2) the amount that such Disqualified Person paid for the applicable Loans and participations in Letters of CreditLoans, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Person under Section 2.17 if any Eurodollar Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto[reserved], (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.04 9.04 (except that no registration and processing fee required under this Section 10.04 9.04 shall be required with any assignment pursuant to this paragraph paragraph) and (IV) in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted to (x) receive information (including financial statements) provided by any Loan Party, the Administrative Agent or any Lender and/or (y) attend and/or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders and the Administrative Agent, (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender or Issuing Lender to take (or refrain from taking) any such action; it being understood that all Loans held by any Disqualified Person shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any Class or all Lenders have taken any action, and (y) shall be deemed to vote in the same proportion as Lenders that are not Disqualified Persons in any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) shall not be entitled to receive the benefits of Section 10.039.03. For the sake of clarity, the provisions in this Section 10.04(f9.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.

Disqualified Lenders. (i) Notwithstanding anything to the contrary contained in this Agreement, any assignment to a Disqualified Lender shall not be void, but shall be subject to the following provisions: If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the Lead Borrower’s prior written consent (consent, or if any such personPerson becomes a Disqualified Lender after the Closing Date, a “Disqualified Person”), then the Lead Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person Lender and the Administrative Agent, cancel any unfunded Commitment the subject thereof and (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Loan and/or participation in any Letter of Credit Term Loans held by Disqualified Lenders, prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified PersonLender paid to acquire such Term Loans, purchase in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder (it being understood that, notwithstanding anything in the Credit Documents to the contrary, any such Loan or participation prepayment shall not be subject to any provisions requiring prepayments of the Term Loans on a pro rata basis and no other Term Loans shall be required to be repaid as a result of such prepayment) and/or (CB) require such Disqualified Person Lender to assignassign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 10.0413.04), all of its interestsinterest, rights and obligations under this AgreementAgreement and related Credit Documents to an Eligible Transferee that shall assume such obligations at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder; provided that (Ii) Lead Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 13.04(b) (unless waived by the Administrative Agent) and (ii) in the case of clause (BA), the applicable Borrowers shall not use the proceeds from any Loans or loans under the ABL Credit Agreement to prepay any Term Loans held by Disqualified Person has received payment of an amount equal Lenders. Notwithstanding anything to the lesser of (1) par and (2) the amount that such contrary contained in this Agreement, Disqualified Person paid for the applicable Loans and participations in Letters of Credit, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, (II) in the case of clauses Lenders (A) and (B), the Borrower shall will not be liable to the relevant Disqualified Person under Section 2.17 if any Eurodollar Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.04 (except that no registration and processing fee required under this Section 10.04 shall be required with any assignment pursuant to this paragraph and (IV) in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted to (x) have the right to receive information (including financial statements) information, reports or other materials provided to Lenders by any Loan Partythe Borrowers, the Administrative Agent or any Lender and/or other Lender, (y) attend and/or or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) consent to any amendment, modificationwaiver or modification of, waiveror any action under, consent or other action with respect to any of and for the terms purpose of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related direction to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to under this Agreement or under any Loan other Credit Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any each Disqualified Lender or Issuing Lender to take (or refrain from taking) any such action; it being understood that all Loans held by any Disqualified Person shall will be deemed to be have consented in the same proportion as the Lenders that are not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any Class or all Lenders have taken any actionDisqualified Lender consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”), each Disqualified Lender party hereto hereby agrees (1) not to vote on such Plan of Reorganization, (2) if such Disqualified Lender does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be deemed “designated” pursuant to vote in Section 1126(e) of the same proportion as Lenders that are not Disqualified Persons Bankruptcy Code (or any similar provision in any proceeding under any Federalother Debtor Relief Laws), state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) such vote shall not be entitled counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to receive contest any request by any party for a determination by the benefits Bankruptcy Court (or other applicable court of Section 10.03. For competent jurisdiction) effectuating the sake of clarity, the provisions in this Section 10.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Personforegoing clause (2).

Disqualified Lenders. (i) No assignment or participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date ”) on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its rights and obligations under this Agreement to such Person (unless the Company has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes a Disqualified Lender after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Lender ”), (x) such assignee or Participant shall not retroactively be disqualified from being a Lender or Participant and (y) the execution by the Company of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment or participation in violation of this clause (e)(i) shall not be void, but the other provisions of this clause (e) shall apply. (ii) If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the BorrowerCompany’s prior written consent in violation of clause (i) above, or if any such personPerson becomes a Disqualified Lender after the applicable Trade Date, a “Disqualified Person”), then the Borrower Company may, at its sole expense and effort, upon notice to the applicable Disqualified Person Lender and the Administrative Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Loan and/or participation in any Letter of Credit held by such Disqualified Person, purchase such Loan or participation and/or (C) require such Disqualified Person Lender to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.049.04 ), all of its interestsinterest, rights and obligations under this Agreement; provided that Agreement to one or more Persons (Iother than an Ineligible Institution) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to at the lesser of (1x) par the principal amount thereof and (2y) the amount that such Disqualified Person Lender paid for the applicable Loans to acquire such interests, rights and participations obligations in Letters of Credit, each case plus accrued interest thereoninterest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder. (iii) Notwithstanding anything to the contrary contained in this Agreement, from the Borrower, Disqualified Lenders to whom an assignment or participation is made in violation of clause (IIi) in the case of clauses above (A) and (B), will not have the Borrower shall not be liable to the relevant Disqualified Person under Section 2.17 if any Eurodollar Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.04 (except that no registration and processing fee required under this Section 10.04 shall be required with any assignment pursuant to this paragraph and (IV) in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted right to (x) receive information (including financial statements) information, reports or other materials provided to Lenders by any Loan Partythe Company, the Administrative Agent or any Lender and/or other Lender, (y) attend and/or or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders (or any of them) and the Administrative Agent, or (Bz) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (xB)(x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) consent to any amendment, modificationwaiver or modification of, waiveror any action under, consent or other action with respect to any of and for the terms purpose of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related direction to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to under this Agreement or under any other Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any each Disqualified Lender or Issuing Lender to take (or refrain from taking) any such action; it being understood that all Loans held by any Disqualified Person shall will be deemed to be have consented in the same proportion as the Lenders that are not outstanding for all purposes of calculating whether the Required Lenders, majority Disqualified Lenders under any Class or all Lenders have taken any actionconsented to such matter, and (y) for purposes of voting on any plan of reorganization, each Disqualified Lender party hereto hereby agrees (1) not to vote on such plan of reorganization, (2) if such Disqualified Lender does vote on such plan of reorganization notwithstanding the restriction in the foregoing clause (1) , such vote will be deemed not to be in good faith and shall be deemed “designated” pursuant to vote in Section 1126(e) of the same proportion as Lenders that are not Disqualified Persons Bankruptcy Code (or any similar provision in any proceeding under any Federalother applicable laws), state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) such vote shall not be entitled counted in determining whether the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other applicable laws) and (3) not to receive contest any request by any party for a determination by the benefits Bankruptcy Court (or other applicable court of Section 10.03competent jurisdiction) effectuating the foregoing clause (2) . For the sake of clarity, the provisions in this Section 10.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.137

Disqualified Lenders. (i) If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the Borrower’s prior written consent (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Administrative Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Loan and/or participation in any Letter of Credit held by such Disqualified Person, purchase such Loan or participation and/or (C) require such Disqualified Person to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.04), all of its interests, rights and obligations under this Agreement; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) par and (2) the amount that such Disqualified Person paid for the applicable Loans and participations in Letters of Credit, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, (II) in the case of clauses (A) and (B), the Borrower shall not be liable to the relevant Disqualified Person under Section 2.17 if any Eurodollar EurodollarTerm Benchmark Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.04 (except that no registration and processing fee required under this Section 10.04 shall be required with any assignment pursuant to this paragraph and (IV) in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted to (x) receive information (including financial statements) provided by any Loan Party, the Administrative Agent or any Lender and/or (y) attend and/or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders and the Administrative Agent, (B) (x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender or Issuing Lender to take (or refrain from taking) any such action; it being understood that all Loans held by any Disqualified Person shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, majority Lenders under any Class or all Lenders have taken any action, and (y) shall be deemed to vote in the same proportion as Lenders that are not Disqualified Persons in any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) shall not be entitled to receive the benefits of Section 10.03. For the sake of clarity, the provisions in this Section 10.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.

Disqualified Lenders. (i) No assignment or participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its rights and obligations under this Agreement to such Person (unless the Company has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes a Disqualified Lender after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Lender”), (x) such assignee or Participant shall not retroactively be disqualified from being a Lender or Participant and (y) the execution by the Company of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment or participation in violation of this clause (e)(i) shall not be void, but the other provisions of this clause (e) shall apply. (ii) If any assignment or participation under this Section 10.04 is made to any Disqualified Lender without the BorrowerCompany’s prior written consent in violation of clause (i) above, or if any such personPerson becomes a Disqualified Lender after the applicable Trade Date, a “Disqualified Person”), then the Borrower Company may, at its sole expense and effort, upon notice to the applicable Disqualified Person Lender and the Administrative Agent, (A) terminate any Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Loan and/or participation in any Letter of Credit held by such Disqualified Person, purchase such Loan or participation and/or (C) require such Disqualified Person Lender to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.049.04), all of its interestsinterest, rights and obligations under this Agreement; provided that Agreement to one or more Persons (Iother than an Ineligible Institution) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to at the lesser of (1x) par the principal amount thereof and (2y) the amount that such Disqualified Person Lender paid for the applicable Loans to acquire such interests, rights and participations obligations in Letters of Credit, each case plus accrued interest thereoninterest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder. (iii) Notwithstanding anything to the contrary contained in this Agreement, from the Borrower, Disqualified Lenders to whom an assignment or participation is made in violation of clause (IIi) in the case of clauses above (A) and (B), will not have the Borrower shall not be liable to the relevant Disqualified Person under Section 2.17 if any Eurodollar Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto, (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.04 (except that no registration and processing fee required under this Section 10.04 shall be required with any assignment pursuant to this paragraph and (IV) in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted right to (x) receive information (including financial statements) information, reports or other materials provided to Lenders by any Loan Partythe Company, the Administrative Agent or any Lender and/or other Lender, (y) attend and/or or participate in conference calls or meetings attended solely by the Lenders, the Issuing Lenders (or any of them) and the Administrative Agent, or (Bz) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (xB)(x) for purposes of determining whether the Required Lenders or the majority Lenders under any Class have (i) consented (or not consented) consent to any amendment, modificationwaiver or modification of, waiveror any action under, consent or other action with respect to any of and for the terms purpose of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related direction to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to under this Agreement or under any other Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any each Disqualified Lender or Issuing Lender to take (or refrain from taking) any such action; it being understood that all Loans held by any Disqualified Person shall will be deemed to be have consented in the same proportion as the Lenders that are not outstanding for all purposes of calculating whether the Required Lenders, majority Disqualified Lenders under any Class or all Lenders have taken any actionconsented to such matter, and (y) shall be deemed for purposes of voting on any plan of reorganization, each Disqualified Lender party hereto hereby agrees (1) not to vote in the same proportion as Lenders that are not Disqualified Persons in any proceeding under any Federalon such plan of reorganization, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) shall not be entitled to receive the benefits of Section 10.03. For the sake of clarity, the provisions in this Section 10.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.133