Common use of Prohibited Assignees Clause in Contracts

Prohibited Assignees. (A) No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons); (B) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date on which the assigning ▇▇▇▇▇▇ entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless Holdings has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the entry into such binding agreement (the date of such agreement, the “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 Institution”), such assignee shall not retroactively be disqualified from becoming a Lender. (C) If any assignment or participation is made to any Disqualified Institution without Holdings’ prior written consent in violation of Section 11.06(b)(vi)(B) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers may, at their sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, in accordance with and subject to the provisions of Section 11.15, require such Disqualified Institution to assign all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee. (D) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not

Prohibited Assignees. (A) No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons); (B) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date on which the assigning ▇▇▇▇▇▇ entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless Holdings the Company has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the entry into such binding agreement (the date of such agreement, the “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 Institution”), such assignee shall not retroactively be disqualified from becoming a Lender. (C) If any assignment or participation is made to any Disqualified Institution without Holdings’ the Company’s prior written consent in violation of Section 11.06(b)(vi)(B) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers may, at their sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, in accordance with and subject to the provisions of Section 11.15, require such Disqualified Institution to assign all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee. (D) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not

Prohibited Assignees. (A) No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons); (Bi) No assignment or participation shall be made to, and no Incremental Term Loan or increase to the Revolving Committed Amount shall be provided by, any Person that was a Disqualified Institution Prohibited Assignee as of the date (the “Trade Date”) on which the assigning ▇▇▇▇▇▇ Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person or the applicable incremental commitment effective date, as the case may be (unless Holdings the Borrower has consented to such assignment or incremental commitment in writing in its sole 104 and absolute discretion, in which case such Person will not be considered a Disqualified Institution Prohibited Assignee for the purpose of such assignment assignment, participation or participationincremental commitment). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the entry into such binding agreement (the date of such agreement, the “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 Institution”), such assignee shall not retroactively be disqualified from becoming a Lender. (Ci) If any assignment or participation is made to to, or any Disqualified Institution incremental commitment is provided by, any Prohibited Assignee without Holdings’ the Borrower’s prior written consent in violation of Section 11.06(b)(vi)(Bclause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers Borrower may, at their its sole expense and effort, upon notice to the applicable Disqualified Institution Prohibited Assignee and the Administrative Agent, (A) terminate the Commitment of such Prohibited Assignee and repay all obligations of the Borrower owing to such Prohibited Assignee in connection with such Commitment and/or (B) require such Prohibited Assignee to assign, without recourse (in accordance with and subject to the provisions of Section 11.15restrictions contained in this Section), require such Disqualified Institution to assign all of its interestsinterest, rights and obligations under this Agreement to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the related Loan Documents amount that such Prohibited Assignee paid to an Eligible Assigneeacquire 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. (Dii) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions Prohibited Assignees (A) will notnot (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Credit Document, each Prohibited Assignee will be deemed to have consented in the same proportion as the Lenders that are not Prohibited Assignees consented to such matter, and (y) for purposes of voting on any debtor relief plan, each Prohibited Assignee party hereto hereby agrees (1) not to vote on such debtor relief plan, (2) if such Prohibited Assignee does vote on such debtor relief plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such debtor relief plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other debtor relief laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

Prohibited Assignees. (A) No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons); (B) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date on which the assigning ▇▇▇▇▇▇ Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless Holdings has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the entry into such binding agreement (the date of such agreement, the “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 Institution”), such assignee shall not retroactively be disqualified from becoming a Lender. (C) If any assignment or participation is made to any Disqualified Institution without Holdings’ prior written consent in violation of Section 11.06(b)(vi)(B) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers may, at their sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, in accordance with and subject to the provisions of Section 11.15, require such Disqualified Institution to assign all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee. (D) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not