Common use of Affiliated Lenders Clause in Contracts

Affiliated Lenders. (a) Subject to clause (b) below, each Lender who is the Sponsor or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (a), (b) or (c) of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).

Affiliated Lenders. (a) Subject to clause (b) below, each Lender who is the Sponsor or an Affiliate of the Sponsor (other than a Non-Debt Fund Affiliate) (an “Affiliated Lender”), in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan DocumentDocument or any departure by an Loan Party therefrom, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative any Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (ai), (bii) or (ciii) of the first proviso of Section 11.01 9.08(b) or that adversely affects such Affiliated Lender Non-Debt Fund Affiliate in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be disregarded deemed to have voted its interest as a Lender without discretion in both such proportion as the numerator and denominator in the calculation allocation of any Lender votevoting with respect to such matter by Lenders who are not Non-Debt Fund Affiliates. Subject to clause (b) below, the Borrower and each Affiliated Lender Non-Debt Fund Affiliate hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender Non-Debt Fund Affiliate in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender Non-Debt Fund Affiliate shall consent) to designate the vote of any Affiliated Lender Non-Debt Fund Affiliate and the vote of any Affiliated Lender Non-Debt Fund Affiliate with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iiib) below, each Affiliated Lender Non-Debt Fund Affiliate hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated XxxxxxNon-Debt Fund Affiliate’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender Non-Debt Fund Affiliate and in the name of such Affiliated LenderNon-Debt Fund Affiliate, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).

Affiliated Lenders. (a) Subject to clause (b) below, each Lender who is the Sponsor or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (a), (b) or (c) of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated XxxxxxLender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).

Affiliated Lenders. (a) Subject to clause (b) below, each Lender who is the Sponsor or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan DocumentDocument or any departure by an Loan Party therefrom, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative any Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (ai), (bii) or (ciii) of the first proviso of Section 11.01 9.08(b) or that adversely affects such Affiliated Lender (in its capacity as a Lender) in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be disregarded deemed to have voted its interest as a Lender without discretion in both such proportion as the numerator and denominator in the calculation allocation of any Lender votevoting with respect to such matter by Lenders who are not Affiliated Lenders. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against any Loan Party, the Borrower, Parent and the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender (in its capacity as a Lender) in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iiib) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated XxxxxxLender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).

Affiliated Lenders. Notwithstanding anything to the contrary, (aA) Subject to the Term Loans (including, for purposes of this clause (bA), any participations in respect of any Term Loans) below, each Lender who is the Sponsor owned or an Affiliate of the Sponsor held by Affiliated Lenders (other than Affiliated Debt Funds) shall not, in the aggregate, exceed 20% of the aggregate outstanding Term Loans and Term Loan Commitments at any time, (B) any Term Loan or Term Loan Commitment owned or held by Affiliated Lenders (other than Affiliated Debt Funds) shall be excluded in the determination of any Requisite Lender vote; provided that any consent, amendment, waiver or modification or other action that would otherwise require the consent of such Affiliated Lender under Section 10.6(a)(i)(A) or (a)(i)(B) or that results in a Debt Fund Affiliate) (disproportionate and adverse effect on an “Affiliated Lender in relation to all non-Affiliated Lenders, shall not become effective without the consent of such Affiliated Lender”, (C) Affiliated Lenders (other than Affiliated Debt Funds) will not receive any “lender only” information and Affiliated Lenders shall not be permitted to participate in “lender only” meetings, (D) no Affiliated Lender (other than an Affiliated Debt Fund) shall be permitted to purchase Revolving Loans or Revolving Loan Commitments, (E) each Affiliated Lender (other than an Affiliated Debt Fund) that receives a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case, pursuant to Section 2.4(b)(v), shall be required to accept such offer at the Specified Discount or, in the case of a Borrower Solicitation of Discount Range Prepayment Offers or a Borrower Solicitation of Discounted Prepayment Offers, at the largest discount to par or the largest Offered Discount, respectively, that Borrower accepts from any other Lender, (F) each Affiliated Lender (other than an Affiliated Debt Fund), solely in its capacity as a holder of any Term Loans, hereby agrees that, if any Loan Party shall be subject to any Insolvency Proceeding, with respect to any matter requiring the vote of holders of Term Loans during the pendency of such Insolvency Proceeding (including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), the Affiliated Lenders (other than Affiliated Debt Funds), in connection with their capacity as Lenders hereunder, shall grant to Administrative Agent a power of attorney, giving Administrative Agent the right to vote the Affiliated Lenders’ claims in bankruptcy on all matters submitted to the Lenders for a vote, and such claims shall, in any event, be voted in the same proportion, for and against, as votes were cast on each matter by Lenders that are not Affiliated Lenders, (G) at the option of Borrower, Term Loans purchased by Affiliated Lenders pursuant to this Section 10.1(b)(vi) may be contributed to Borrower provided that all such Term Loans are immediately cancelled and (H) no more than two Affiliated Lenders shall be permitted to hold Term Loans and Term Loan Commitments at any time. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (vi), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Loan Party has filed for protection under the Bankruptcy Code. Notwithstanding the foregoing, (i) consent (Term Loans and Term Loan Commitments owned or decision held by Affiliated Debt Funds shall not to consent) account for more than 49.9% of the amounts included in determining whether the Requisite Lenders have consented to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, Document or any departure by any Loan Party therefrom and (ii) other action on any matter related to any Loan Document or it is understood and agreed that either (iiix) direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (a), (b) or (c) of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lenders, the Term Loans held by an each Affiliated Lender shall be disregarded required to make a representation that it is not in both the numerator and denominator in the calculation possession of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, material non-public information with respect to Holdings and its Subsidiaries or their respective securities or (y) all parties to any plan assignment of reorganization that does not adversely affect any Term Loans involving an Affiliated Lender pursuant to this Section 10.1(b)(vi) shall render customary “big-boy” disclaimer letters to the other party to such assignment acknowledging that they may be in any possession of material respect as compared non-public information that may be material to the decision by such other Lenders, shall seek (and each Affiliated Lender shall consent) party to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any enter into such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a)assignment.

Affiliated Lenders. (a) Subject Notwithstanding anything in this Agreement or any other Loan Document to clause (b) belowthe contrary, each Lender who is the Sponsor or with respect to any Loans at any time held by an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), such Affiliated Lender shall have no right whatsoever, in connection its capacity as a Lender with respect to such Loans then held by such Affiliated Lender, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding or otherwise, so long as such Lender is an Affiliated Lender, to (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other such action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Administrative Agent or the Collateral Agent by the Required Lenders pursuant to, any of the terms of the Agreement or any other Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction in each case to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any extent such amendment, modification, waiver, consent, other action, vote or direction is effective with only the consent of or action by the Required Lenders (each, a “Required Lender Vote/Directive”) and, if applicable, the Borrower or any other Loan Party; provided that for purposes of any Required Lender Vote/Directive, the Administrative Agent shall automatically deem any Loans held by such Affiliated Lender to be voted on a pro rata basis in accordance with the votes cast in respect of the Loans of all other Lenders in the aggregate (other than any Affiliated Lender) in connection with any such Required Lender Vote/Directive (including all voting and consent rights arising out of any bankruptcy or other action described insolvency proceedings (except for voting on any plan of reorganization or refraining from voting on any plan of reorganization, in clause (a), (b) which case the Administrative Agent shall vote or (c) refrain from voting such Loans of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lendersthe Administrative Agent’s sole discretion)); provided, the Term Loans held by an further, that no such Required Lender Vote/Directive shall deprive such Affiliated Lender of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Loan Documents and such Affiliated Lender’s vote shall be disregarded in both counted to the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to extent any such plan of reorganization or other amendment proposes to treat the Obligations of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of a manner less favorable in any material respect to such Affiliated Lender and than the proposed treatment of Obligations held by Lenders that are not Affiliates of the Borrower, (ii) attend any meeting (live or by any electronic means) in the name of such Affiliated Lender, ’s capacity as a Lender with any Agent or other Lender or receive any information from time any Agent or other Lender except to time the extent such information is made available to any Loan Party (or its representatives) and other than administrative notices given to all Lenders under Article II or (iii) have access to the Platform in the Administrative Agentsuch Affiliated Lender’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a)capacity as a Lender.

Affiliated Lenders. (a) Subject to clause (b) below, each Lender who is the Sponsor or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “A. Each Affiliated Lender”), in connection with any (ia) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (iib) other action on any matter related to any Loan Document or (iiic) direction to the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause subsection 10.6(A)(a) (abut in any event subject to the requirements of subsection 10.1H), it shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that no amendment, modification, waiver, consent or other action with respect to or under any Loan Document shall deprive any Affiliated Lender of its pro rata share of any payments to which such Lender is entitled to share under the Loan Documents (b) or (c) of the first it being understood that this proviso of Section 11.01 or that adversely affects shall not be construed to permit such Affiliated Lender in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect consent to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to amendment, waiver, consent or other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect action to any such plan Loan Document in violation of reorganization of the Borrower or any Affiliate of the Borrower shall not be countedsubsection 10.1H). Subject to clause (b)(iii) below, each Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated XxxxxxLender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a)the preceding sentence.

Affiliated Lenders. (a) Subject to clause (b) below, each Lender who is the Sponsor or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), in connection with any (i) consent Notwithstanding anything in this Section 10.5 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (x) consented (or decision not to consentconsented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan DocumentDocument or any departure by any Loan Party therefrom, or subject to Section 10.5(f)(ii), any plan of reorganization pursuant to the U.S. Bankruptcy Code, (iiy) other action otherwise acted on any matter related to any Loan Document Document, or (iiiz) direction to 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, agrees thatno Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action, and all Loans held by any Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or all Lenders have taken any actions, except with respect to any that no amendment, modificationmodification or waiver of any Loan Document shall, waiver, without the consent or other action described in clause (a), (b) or (c) of the first proviso applicable Affiliated Lender, deprive any Affiliated Lender of Section 11.01 its Pro Rata Share of any payment to which all Lenders are entitled or that adversely affects such affect an Affiliated Lender in a manner that is disproportionate to the effect on any material respect as compared to other Lenders, the Term Loans held by Lender that is not an Affiliated Lender shall be disregarded Lender. (ii) Notwithstanding anything in both this Agreement or the numerator and denominator in other Loan Documents to the calculation of any Lender vote. Subject to clause (b) belowcontrary, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender Assignment Agreement shall consentprovide a confirmation that) to designate the vote of if a proceeding under any bankruptcy, reorganization or insolvency case or proceeding shall be commenced by or against Parent or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of any such Affiliated Lender with respect to the Loans held by such Affiliated Lender in a manner such that all Affiliated Lenders will be deemed to vote in the same proportion as Lenders that are not Affiliated Lenders, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Loans held by it in order to provide that all Affiliated Lenders will be deemed to vote in the same proportion as Lenders that are not Affiliated Lenders; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).105

Affiliated Lenders. In case of any Loans or Commitments held by an Affiliated Lender (and without limiting Section 9.7(a) restricting assignments to Eligible Assignees), (a) Subject each Affiliated Lender shall acknowledge and agree that they are each “insiders” under Section 101(31) of the Bankruptcy Code and, as such, the claims associated with the Loans and Commitments owned by it shall not be included in determining whether the applicable class of creditors holding such claims has voted to clause accept a proposed plan for purposes of Section 1129(a)(10) of the Bankruptcy Code unless the plan in question affects any Affiliated Lender’s economics or rights and obligations in a disproportionately adverse manner than its effect on the other Lenders in a manner inconsistent with this Agreement, and (b) below, each such Affiliated Lender who is the Sponsor or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), in connection with any (i) consent (will not receive information, reports and other materials prepared by the Administrative Agent or decision its consultants or advisors and shared with the Administrative Agent and the Lenders who are not Affiliated Lenders other than notices of prepayments and other administrative notices in respect of its Loans or Commitments required to consent) be delivered to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan DocumentLenders, (ii) other action on will not be permitted to attend or participate in (or receive any matter related to any Loan Document notice of) Lender meetings or conference calls, (iii) direction will not be entitled to challenge the Administrative Agent’s and the Lenders’ attorney-client privilege as a result of their status as an Affiliated Lender and (iv) will not be entitled to receive advice of counsel to the Administrative Agent, any other Lender, financial advisors or another other consultants or advisors to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Documentanother Lender. [Remainder of this page intentionally left blank. Signature pages follow.] JPMORGAN CHASE BANK, agrees thatN.A., except with respect to any amendmentas Administrative Agent, modification, waiver, consent or other action described in clause (a), (b) or (c) of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated an Issuing Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) belowBy: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Authorized Officer ZIONS BANCORPORATION, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) N.A., DBA AMEGY BANK, as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated a Lender and in the name of such Affiliated Lenderan Issuing Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President UBS AG, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).STAMFORD BRANCH, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Associate Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director BORROWER: HI-CRUSH INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer

Affiliated Lenders. (ai) Subject In addition to clause (b) belowthe other rights provided in this Section 11.2, each Lender who is may assign all or a portion of any of its Term Loans to any Person who, after giving effect to such assignment, would be an Affiliated Lender (without the Sponsor consent of any Person but subject to acknowledgment by the Administrative Agent (which acknowledgment shall be provided promptly after request therefor)) on a non-pro rata basis (A) through Permitted Loan Retirements or (B) through open market purchases; provided that: (A) the assigning Lender and the Affiliated Lender purchasing such Lender’s tranche or tranches of Term Loans shall execute and deliver to the Administrative Agent an Affiliate assignment agreement substantially in the form of the Sponsor (other than a Debt Fund Affiliate) Exhibit I hereto (an “Affiliated LenderLender Assignment and Assumption”), in connection with any it being understood that each Affiliated Lender Assignment and Assumption (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action than with respect to any an assignment to an Affiliated Debt Fund) shall, among other things, provide for a power of the terms attorney in favor of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with vote the claims in respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (a), (b) or (c) of the first proviso of Section 11.01 or that adversely affects Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this subsection 11.2(g); (B) for the avoidance of doubt, Lenders shall not be permitted to assign any material respect as compared tranche of Revolving Loan Commitments or Revolving Loans to other Lenders, the Term an Affiliated Lender and any purported assignment of any tranche of Revolving Loan Commitments or Revolving Loans held by to an Affiliated Lender shall be disregarded in both null and void; (C) at the numerator time of such assignment and denominator in the calculation of any Lender vote. Subject after giving effect to clause (b) belowsuch assignment, the Borrower and each aggregate principal amount of all Term Loans held by all Affiliated Lender hereby agrees that if Lenders (other than Affiliated Debt Funds) (or in which Affiliated Lenders have a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney143 [[NYCORP:3713047v14:05/10/2018-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).-10:17 PM]]

Affiliated Lenders. (a) Subject Notwithstanding anything in this Agreement or any other Loan Document to clause (b) belowthe contrary, each Lender who is the Sponsor or with respect to any Loans at any time held by an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), such Affiliated Lender shall have no right whatsoever, in connection its capacity as a Lender with respect to such Loans then held by such Affiliated Lender, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding or otherwise, so long as such Lender is an Affiliated Lender, to (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other such action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Administrative Agent or the Collateral Agent by the Required Lenders pursuant to, any of the terms of the Agreement or any other Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction in each case to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any extent such amendment, modification, waiver, consent, other action, vote or direction is effective with only the consent of or action by the Required Lenders (each, a “Required Lender Vote/Directive”) and, if applicable, the Borrower or any other Loan Party; provided that for purposes of any Required Lender Vote/Directive, the Administrative Agent shall automatically deem any Loans held by such Affiliated Lender to be voted on a pro rata basis in accordance with the votes cast in respect of the Loans of all other Lenders in the aggregate (other than any Affiliated Lender) in connection with any such Required Lender Vote/Directive (including all voting and consent rights arising out of any bankruptcy or other action described insolvency proceedings (except for voting on any plan of reorganization or refraining from voting on any plan of reorganization, in clause (a), (b) which case the Administrative Agent shall vote or (c) refrain from voting such Loans of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lendersthe Administrative Agent’s sole discretion)); provided, the Term Loans held by an further, that no such Required Lender Vote/Directive shall deprive such Affiliated Lender of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Loan Documents and such Affiliated Lender’s vote shall be disregarded in both counted to the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to extent any such plan of reorganization or other amendment proposes to treat the Obligations of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of a manner less favorable in any material respect to such Affiliated Lender and than the proposed treatment of Obligations held by Lenders that are not Affiliates of the Borrower, (ii) attend any meeting (live or by any electronic means) in the name of such Affiliated Lender, ’s capacity as a Lender with any Agent or other Lender or receive any information from time any Agent or other Lender except to time the extent such information is made available to any Loan Party (or its representatives) and other than administrative notices given to all Lenders under Article II or (iii) have access to the Platform in the Administrative Agentsuch Affiliated Lender’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).capacity as a Lender. Section 9.23

Affiliated Lenders. Notwithstanding anything in the Agreement or any other Loan Documents to the contrary, with respect to any Loans at any time held by an Affiliated Lender, such Affiliated Lender shall have no right whatsoever, in its capacity as a Lender with respect to such Loans then held by such Affiliated Lender, whether or not the Borrower is subject to a bankruptcy or other insolvency proceeding, so long as such Lender is an Affiliated Lender, to (a) Subject to clause (b) below, each Lender who is the Sponsor or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Agent by the Required Lenders pursuant to, any of the terms of the Agreement or any other Loan DocumentDocuments; provided that the Agent shall automatically deem any Loans held by such Affiliated Lender to be voted pro rata according to the Loans of all other Lenders in the aggregate (other than any Affiliated Lenders) in connection with any such amendment, (ii) modification, waiver, consent, other action or direction (including all voting and consent rights arising out of any bankruptcy or other insolvency proceedings (except for voting on any plan of reorganization or refraining from voting on any plan of reorganization, in which case the Agent shall vote or refrain from voting such Loans of such Affiliated Lender in its sole discretion)); provided, further, that no such amendment, modification, waiver, consent, other action or direction referred to above shall deprive such Affiliated Lender of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Loan Documents and provided, further that an Affiliated Lender shall have the right, in its capacity as a Lender, to consent to any amendment, modification, waiver, consent or other action with respect to, or otherwise vote on any matter related to to, or vote in connection with any Loan Document or (iii) direction delivered to the Administrative Agent regarding, any matter that requires the consent of each Lender or each affected Lender or adversely affects such Affiliated Lender disproportionately in any material respect as compared to other Lenders; (b) require any Agent or any other Lender to undertake any action (or refrain from taking any action) with respect to the Agreement or under any other Loan Document, agrees that, except with respect Documents (other than to require the Agent to distribute any amendment, modification, waiver, consent or other action described in clause (apayments received by it from the Borrower to which such Affiliated Lender is entitled pursuant to the terms of the Loan Documents), (b) or (c) of the first proviso of Section 11.01 attend any meeting (live or that adversely affects such Affiliated Lender by any electronic means) in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, ’s capacity as a Lender with any Agent or other Lender or receive any information from time any Agent or other Lender or (d) have access to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a)Platform.

Affiliated Lenders. (a) Subject Notwithstanding the foregoing, any Lender may at any time, sell or assign all or a portion of its rights and obligations with respect to clause (b) below, each Lender Loans under this Agreement to a Person who is the Sponsor or will become, after such assignment, an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), in connection with any subject to the following limitations: (i) consent (or decision not the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans shall execute and deliver to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, Administrative Agent an Affiliated Lender Assignment Agreement; (ii) other action on any matter related Affiliated Lenders will not (x) receive information provided solely to any Loan Document or (iii) direction to Lenders by the Administrative Agent or any Lender and will not be permitted to undertake any action (attend or refrain from taking any action) with participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans or Commitments required to or under any Loan Document, agrees that, except with respect be delivered to any amendment, modification, waiver, consent or other action described in clause (a), (b) Lenders pursuant to Article II or (cy) challenge the attorney-client privilege of the first proviso Lenders or the Administrative Agent on the basis of Section 11.01 or that adversely affects any such Affiliated Lender’s status as a Lender; (iii) each Lender in (other than any material respect as compared other Affiliated Lender) that assigns any Loans to other Lenders, the Term Loans held by an Affiliated Lender shall deliver to the Administrative Agent and Parent a customary Big Boy Letter, or other documentation as may be disregarded in both agreed by Parent and the numerator and denominator Administrative Agent; (iv) the aggregate principal amount of Loans held at any one time by Affiliated Lenders shall not exceed 25% of the original principal amount of all Loans at such time outstanding (such percentage, the “Affiliated Lender Cap”); provided that to the extent any assignment to an Affiliated Lender would result in the calculation aggregate principal amount of any all Loans held by Affiliated Lenders exceeding the Affiliated Lender vote. Subject Cap, the assignment of such excess amount will be void ab initio; and (v) as a condition to each assignment pursuant to this clause (b) belowv), the Borrower Administrative Agent and Parent shall have been provided a notice in the form of Exhibit D-3 to this Agreement (a “Notice of Affiliate Assignment”) in connection with each assignment to an Affiliated Lender hereby agrees or a Person that if a case under Title 11 upon effectiveness of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any such assignment would constitute an Affiliated Lender in any material respect as compared pursuant to other Lenders, shall seek (and each which such Affiliated Lender shall consent) waive any right to designate the vote of bring any Affiliated Lender and the vote of any Affiliated Lender action in connection with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in Loans against the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a)., in its capacity as such. 110

Affiliated Lenders. (ag) Subject In addition to clause (b) belowthe other rights provided in this Section 11.2, each Lender(i) may assign all or a portion of any of its Term Loans to any Person that, after giving effect to such assignment, would be an Affiliated Lender who is (without the Sponsor consent of any Person but subject to acknowledgment by the Administrative Agent (which acknowledgment shall be provided promptly after request therefor)) on a non-pro rata basis (A) through Permitted Loan Retirements or (B) through open market purchases; provided that: the assigning Lender and the Affiliated Lender purchasing such(A) Lender’s Term Loans shall execute and deliver to the Administrative Agent an Affiliate assignment agreement substantially in the form of the Sponsor (other than a Debt Fund Affiliate) Exhibit I hereto (an “Affiliated LenderLender Assignment and Assumption”), it being understood that each Affiliated Lender Assignment and Assumption (other than with respect to an assignment to an Affiliated Debt Fund) shall, among other things, provide for a power of attorney in connection with favor of the Administrative Agent to vote the claims in respect of Term Loans held by such Affiliated Lender in an Insolvency Proceeding as provided in clause (iv) of this Section 11.2(g); for the avoidance of doubt, Lenders shall not be permitted to(B) assign any Revolving Loan Commitments or Revolving Loans to an Affiliated Lender and any purported assignment of any Revolving Loan Commitments or Revolving Loans to an Affiliated Lender shall be null and void; at the time of such assignment and after giving effect to such(C) assignment, the aggregate principal amount of all Term Loans held by all Affiliated Lenders (iother than Affiliated Debt Funds) consent (or decision in which Affiliated Lenders have a participation) shall not exceed twenty-five percent (25%) of all Term Loans outstanding under this Agreement; and at the time of such assignment and after giving effect to consentsuch(D) assignment and at no time thereafter, the total number of Affiliated Lenders (other than 162 [[5628733]] Affiliated Debt Funds) shall not exceed the lesser of (x) three (3) in the aggregate or (y) 49% or less of the total number of Lenders (rounded down) party hereto, provided that, notwithstanding the foregoing, there may be at least one Affiliated Lender. Notwithstanding anything to the contrary in this Agreement, no(ii) Affiliated Lender (other than an Affiliated Debt Fund) 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 Loan Parties are not invited or (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 any Loan Party or any representative of any Loan Party. Notwithstanding anything in Section 11.1 or the definition of “Required(iii) Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan DocumentDocument or any departure by any Loan Party therefrom, (iiB) other action otherwise acted on any matter related to any Loan Document or (iiiC) direction to 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, agrees that, except an Affiliated Lender (other than Affiliated Debt Fund) shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to any such matter by Lenders who are not Affiliated Lenders (other than Affiliated Debt Funds); provided that, without the consent of an Affiliated Lender, no such amendment, modification, waiver, consent or other action described shall (1) increase any Commitment of such Affiliated Lender, (2) extend the due date for any scheduled installment of principal (including the Maturity Date) of any Term Loan held by such Affiliated Lender, (3) extend the due date for interest under the Loan Documents owed to such Affiliated Lender, (4) reduce any amount owing to such Affiliated Lender under any Loan Document or (5) disproportionately adversely affect such Affiliated Lender differently than other similarly situated Lenders, in each case except as provided in clause (aiv) of this Section 11.2(g); and provided, further, that each Affiliated Lender shall receive its ratable portion of any fee received in respect of any such amendment, modification, waiver or consent. Each Affiliated Lender (other than an Affiliated Debt Fund), solely in its(iv) capacity as a holder of any Term Loans, hereby agrees, and each Affiliated Lender Assignment and Assumption shall provide a confirmation that, if any Loan Party shall be subject to any Insolvency Proceeding, with respect to any matter requiring the vote of holders of any Term Loans during the pendency of an Insolvency Proceeding (b) or (c) including voting on any plan of reorganization pursuant to 11 U.S.C. §1126), such Affiliated Lender irrevocably authorizes and empowers the first proviso Administrative Agent to vote and/or object on behalf of Section 11.01 or that adversely affects such Affiliated Lender in connection with any material plan of reorganization with respect as compared to other Lenders, the Term Loans held by an such Affiliated Lender in accordance with clause (iii) above of this Section 11.2(g) (without regard to clauses (2), (3) and (4) of the proviso to such clause (iii)); provided that each Affiliated Lender shall be disregarded entitled to vote or object in both its sole discretion (and not in accordance with the numerator and denominator direction of the Administrative Agent) in the calculation of any Lender vote. Subject to accordance with clause (biii) belowof this Section 11.2(g), the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, including in connection with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared reorganization, to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to extent any such plan of reorganization of the Borrower or proposes to treat any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Term Loans held by such Affiliated Lender hereby irrevocably appoints in a manner that is more adverse to the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead interests of such Affiliated Lender and in than the name proposed treatment of Term Loans held by other Lenders that are not Affiliated Lenders is to the interests of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).other Lenders. 163 [[5628733]]

Affiliated Lenders. (a) Subject Advances may be purchased by and assigned to clause (b) below, each Lender who is the Sponsor or an any Affiliate of the Sponsor Borrower (other than a Debt Fund Affiliate) (each, an “Affiliated Lender”), which shall be deemed to exclude Holdings, Intermediate, the Borrower and their respective Subsidiaries and any natural person) on a non-pro rata basis through (a) open market purchases (which includes, for the avoidance of doubt, through privately negotiated transactions) and/or (b) Dutch auctions open to all Lenders on a pro rata basis in accordance with customary procedures, in connection with any each case, so long as no Default or Event of Default has occurred; provided that (i) consent Affiliated Lenders (x) shall not receive information provided solely to Lenders or decision be permitted to attend or participate in Lender-only conference calls or meetings (in each case in their capacity as a Lender), (y) shall not to consent) have access to any amendment, modification, waiver, consent electronic site established for the Lenders or other action with respect confidential communications from counsel to any or financial advisors of the terms Administrative Agent or the Lenders and (z) shall not be permitted to receive the advice of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction counsel to the Administrative Agent or any Lender the Lenders and shall not, solely acting in its capacity as an Affiliated Lender, have the right to undertake any action challenge the Lenders’ attorney-client privilege, (or refrain from taking any actionii) with respect to or under any Loan Document, agrees that, except with respect to for purposes of any amendment, modification, waiver, consent waiver or other action described in clause (a), (b) or (c) modification of the first proviso Loan Documents that does not (x) require the consent of Section 11.01 each Lender or that adversely affects each affected Lender and (y) have a disproportionately adverse effect on such Affiliated Lender in any material respect as compared to other affected Lenders, Affiliated Lenders shall be deemed to have voted in the same proportion as non-affiliated Lenders voting on such matter, (iii) in connection with a plan of reorganization under any insolvency proceeding, unless the plan of reorganization affects an Affiliated Lender in its capacity as a Lender in a disproportionally adverse manner than its effect on the other Lenders, the Term Loans Administrative Agent shall vote on behalf of each such Affiliated Lender, (iv) the aggregate principal amount of Advances held at any one time by Affiliated Lenders shall not exceed 25% of the aggregate principal amount of all Advances outstanding at such time and (v) in no event shall there be more than one (1) Affiliated Lender holding Advances at any one time. Notwithstanding any other provision of this Section 9.07, the Affiliated Lenders may, at their option, contribute Advances to the Borrower solely for the purpose of cancelling such Advances. Such contribution may include contributions made to the Borrower (whether through any of its direct or indirect parent entities or otherwise) in exchange for Indebtedness or Equity Interests of such parent entity or the Borrower that are otherwise permitted to be issued hereunder by such entity at such time; provided that, immediately upon the effectiveness of the contribution of any Advance by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to such contributed Advance shall be automatically and permanently cancelled and shall thereafter no longer be outstanding for any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a)purpose hereunder.

Affiliated Lenders. (a) Subject Notwithstanding anything in this Agreement or any other Credit Document to clause (b) belowthe contrary, each Lender who is the Sponsor or with respect to any Advances at any time held by an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), such Affiliated Lender shall have no right whatsoever, in connection its capacity as a Lender with respect to such Advances then held by such Affiliated Lender, whether or not any Credit Party is subject to a bankruptcy or other insolvency proceeding or otherwise, so long as such Lender is an Affiliated Lender, to (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other such action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Administrative Agent or the Collateral Agent by the Majority Lenders pursuant to, any of the terms of the Agreement or any other Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction in each case to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any extent such amendment, modification, waiver, consent, other action, vote or direction is effective with only the consent of or action by the Majority Lenders (each, a “Majority Lender Vote/Directive”) and, if applicable, the Borrower or any other Credit Party; provided that for purposes of any Majority Lender Vote/Directive, the Administrative Agent shall automatically deem any Advances held by such Affiliated Lender to be voted on a pro rata basis in accordance with the votes cast in respect of the Advances of all other Lenders in the aggregate (other than any Affiliated Lender) in connection with any such Majority Lender Vote/Directive (including all voting and consent rights arising out of any bankruptcy or other action described insolvency proceedings (except for voting on any plan of reorganization or refraining from voting on any plan of reorganization, in clause (a), (b) which case the Administrative Agent shall vote or (c) refrain from voting such Loans of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lendersthe Administrative Agent’s sole discretion)); provided, the Term Loans held by an further, that no such Majority Lender Vote/Directive shall deprive such Affiliated Lender of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Credit Documents and such Affiliated Lender’s vote shall be disregarded in both counted to the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to extent any such plan of reorganization or other amendment proposes to treat the Obligations of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of a manner less favorable in any material respect to such Affiliated Lender and than the proposed treatment of Obligations held by Lenders that are not Affiliates of the Borrower, (ii) attend any meeting (live or by any electronic means) in the name of such Affiliated Lender, from time to time in ’s capacity as a Lender with the Administrative Agent’s discretion to take , the Collateral Agent or any action and to execute other Lender or receive any instrument that information from the Administrative Agent, the Collateral Agent may deem reasonably necessary or any other Lender except to carry out the provisions extent such information is made available to any Credit Party (or its representatives) and other than administrative notices given to all Lenders under Article II or (iii) have access to the Platform. [Remainder of this clause (a)page intentionally left blank. Signature pages follow.] NY\6260051.12

Affiliated Lenders. (a) Subject Notwithstanding anything in this Agreement or any other Credit Document to clause (b) belowthe contrary, each Lender who is the Sponsor or with respect to any Advances at any time held by an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), such Affiliated Lender shall have no right whatsoever, in connection its capacity as a Lender with respect to such Advances then held by such Affiliated Lender, whether or not any Credit Party is subject to a bankruptcy or other insolvency proceeding or otherwise, so long as such Lender is an Affiliated Lender, to (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other such action with respect to, or otherwise vote on any matter related to, or vote in connection with any direction delivered to the Administrative Agent or the Collateral Agent by the Majority Lenders pursuant to, any of the terms of the Agreement or any other Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction in each case to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any extent such amendment, modification, waiver, consent, other action, vote or direction is effective with only the consent of or action by the Majority Lenders (each, a “Majority Lender Vote/Directive”) and, if applicable, the Borrower or any other Credit Party; provided that for purposes of any Majority Lender Vote/Directive, the Administrative Agent shall automatically deem any Advances held by such Affiliated Lender to be voted on a pro rata basis in accordance with the votes cast in respect of the Advances of all other Lenders in the aggregate (other than any Affiliated Lender) in connection with any such Majority Lender Vote/Directive (including all voting and consent rights arising out of any bankruptcy or other action described insolvency proceedings (except for voting on any plan of reorganization or refraining from voting on any plan of reorganization, in clause (a), (b) which case the Administrative Agent shall vote or (c) refrain from voting such Loans of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lendersthe Administrative Agent’s sole discretion)); provided, the Term Loans held by an further, that no such Majority Lender Vote/Directive shall deprive such Affiliated Lender of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Credit Documents and such Affiliated Lender’s vote shall be disregarded in both counted to the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Affiliated Lender hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, shall seek (and each Affiliated Lender shall consent) to designate the vote of any Affiliated Lender and the vote of any Affiliated Lender with respect to extent any such plan of reorganization or other amendment proposes to treat the Obligations of the Borrower or any Affiliate of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Xxxxxx’s attorney-in-fact, with full authority in the place and stead of a manner less favorable in any material respect to such Affiliated Lender and than the proposed treatment of Obligations held by Lenders that are not Affiliates of the Borrower, (ii) attend any meeting (live or by any electronic means) in the name of such Affiliated Lender, from time to time in ’s capacity as a Lender with the Administrative Agent’s discretion to take , the Collateral Agent or any action and to execute other Lender or receive any instrument that information from the Administrative Agent, the Collateral Agent may deem reasonably necessary or any other Lender except to carry out the provisions of this clause extent such information is made available to any Credit Party (a)or its representatives) and other than administrative notices given to all Lenders under Article II or (iii) have access to the Platform.

Affiliated Lenders. Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to an Affiliated Lender pursuant to this subsection 10.1; provided that: (i) by its acquisition of Term Loans (whether pursuant to subsection 2.4D(vi), this subsection 10.1 or otherwise), an Affiliated Lender shall be deemed to have acknowledged and agreed that: (a) Subject it shall not have any right to clause (bv) below, each Lender who is the Sponsor attend (including by telephone) any meeting or an Affiliate of the Sponsor (other than a Debt Fund Affiliate) (an “Affiliated Lender”), in connection with any (i) consent discussions (or decision not to consentportion thereof) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the among Administrative Agent or any Lender to undertake which representatives of Company are not then present, (w) receive any action information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available to Company or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans required to be delivered to Lenders pursuant to Section 2), (x) 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 Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of Administrative Agent or any other such Lender under the Loan Administrative Documents, other than a claim for payments in respect of its Term Loans owing to such Affiliated Lender under the Loan Documents, (y) may not direct Administrative Agent to take or refrain from taking any actionaction under the Loan Documents, and (x) with respect will not be entitled to or under any Loan Documentadvice of counsel to the Lenders and may not challenge attorney-client privilege between Administrative Agent, agrees that, except with respect to any amendment, modification, waiver, consent or the other action described in clause (a), Lenders and such counsel; (b) or (c) of the first proviso of Section 11.01 or that adversely affects such Affiliated Lender in any material respect as compared to other Lenders, the Term Loans held by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject ; provided that an Affiliated 155 Lender will be permitted to clause (b) below, the Borrower and each vote in any matter which would result in an Affiliated Lender hereby agrees that or the Obligations held by an Affiliated Lender being treated differently than other Lenders or Obligations held by other Lenders; and (c) if a case under Title 11 of the United States Code is commenced against the Borrowerany Loan Party, the Borrower, with respect to any plan of reorganization that does not adversely affect any Affiliated Lender in any material respect as compared to other Lenders, such Loan Party shall seek (and each Affiliated Lender shall consent) to designate provide that the vote of any Affiliated Lender and the vote of any Affiliated Lender (in its capacity as a Lender) with respect to any such plan of reorganization of the Borrower or any Affiliate of the Borrower such Loan Party shall not be counted. Subject counted except that such Affiliated Lender’s vote (in its capacity as a Lender) may be counted to clause the extent any such plan or reorganization proposes to treat the Obligations held by such Affiliated Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of Company; (b)(iiiii) below, each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated XxxxxxLender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated LenderLender (solely in respect of Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause subsection 10.1F; (a)iii) the aggregate amount of Term Loans held at any time by Affiliated Lenders shall not exceed 25% of all outstanding Term Loans at such time; and (iv) the aggregate amount of Term Loans held by Affiliated Lender shall not constitute more than 50% of the Lenders at any time.