Any may, so long as no Event of Default has occurred and is continuing or would result therefrom, assign all or a portion of its rights and obligations with respect to the Term Loans and the Term Loan Commitments under this Agreement to Holdings, the or any of its Subsidiaries through # Dutch auctions open to all Lenders in accordance with the procedures set forth on [Exhibit L] or # open market purchase on a non-pro rata basis, in each case subject to the following limitations; provided, that:
Any Affiliated may, so long as no Event of Default has occurred andin its discretion (but is continuing or would result therefrom,not required to), assign all or a portion of its rights and obligations with respect to the Term Loans and the Term Loan Commitments under this Agreement to Holdings, the or any of its Subsidiaries through # Dutch auctions open to all Lenders in accordance with the procedures set forth on [Exhibit L](regardless of whether any Default or # open market purchaseEvent of Default has occurred and is continuing or would result therefrom), on a non-pro rata basis, in each case subjectfor purposes of cancelling such Term Loans or Term Loan Commitments, which may include contribution (with the consent of the ) to the following limitations; provided, that: (whether through any of its direct or indirect parent entities or otherwise) in exchange for # debt on a dollar-for-dollar basis or # Equity Interests of the (or any of its direct
(1) Any Lender may, so long as no Event of Default has occurred and is continuing or would result therefrom,at any time, assign all or a portion of its rights and obligations with respect to the Term Loans and the Term Loan Commitments under this Agreement to Holdings, the a Person who is or any of its Subsidiarieswill become, after such assignment, an Affiliated Lender through # Dutch auctions“Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with analogous procedures of the procedures set forth on [Exhibit L]type described in [[Section 2.05(a)(v) or # open (y)])]])] open-market purchasepurchases on a pro rata or non-pro rata basis,basis and # any Affiliated Lender may, at any time, purchase all or a portion of the rights and obligations of a Defaulting Lender, in each case subject to the following limitations; provided, that:limitations:
Any Lender may, so long as no Event of Default has occurred and is continuing or would result therefrom,and, only to the extent purchased at a discount, no proceeds of Revolving Credit Loans are applied to fund the consideration for any such assignment, at any time, assign all or a portion of its rights and obligations with respect to the Term Loans and the Term Loan Commitments under this Agreement to Holdings, the Borrower or any of its Subsidiaries through # Dutch auctions“Dutch Auctions” open to all Lenders on a pro rata basis in accordance with procedures of the procedures set forth on [Exhibit L]type described in [Section 2.05(a)(v) or # open (y)])] notwithstanding Sections 2.12 and 2.13 or any other provision in this Agreement, open-market purchase on a pro rata or non-pro rata basis,basis; provided that in each case subjectconnection with assignments pursuant to the following limitations; provided, that:[clauses (x) and (y) above]e]:
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