No Assignment to the Borrower or a Defaulting Lender. No such assignment shall be made # to the Borrower or any of the Borrower’s Affiliates or Subsidiaries (except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to [Section 2.18]) or # to any Defaulting Lender or to any of its Subsidiaries, or to any Person who, upon becoming a Lender, would constitute any of the foregoing Persons described in this [subsection (B)].

Borrower shall conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans, provided that, # notice of and invitation to the Auction shall be made to all Term Loan Lenders and # the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this [Section 12.9(e)] and are otherwise reasonably acceptable to Borrower, the Auction Manager and the Administrative Agent;

The Administrative Agent and the Lenders hereby consent to the Auctions and the other transactions contemplated by this [Section 2.18] (provided that no Lender shall have an obligation to participate in any such Auctions) and hereby waive the requirements of any provision of this Agreement (it being understood and acknowledged that purchases of the Term Loans by the Borrower contemplated by this [Section 2.18] shall not constitute Investments by the Borrower) or any other Loan Document, including [Section 2.13] of this Agreement, that may otherwise prohibit or conflict with any Auction or any other transaction contemplated by this [Section 2.18] or result in an Event of Default as a result of the Auction or purchase of Term Loans pursuant to this [Section 2.18]. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article XI and [Section 12.04] mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.

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 any Affiliated Lender on a non-pro rata basis # through Dutch Auctions open to all Lenders holding the relevant Term Loans on a pro rata basis or # through open market purchases, in each case with respect to clauses (A) and (B), without the consent of the Administrative Agent; provided that:

“Bank Products” means each and any of the following bank services provided to the Company or any Restricted Subsidiary by a Lender or any of its Affiliates: # commercial credit cards, # commercial checking accounts, # stored value cards and # treasury management services (including, without limitation, controlled disbursements, automated clearinghouse transactions, return items, overdrafts, immediate credit extended on dealer drafts sent or refused for collection, letters guaranteeing payment of checks issued for payment of tax, title, licensing, auto auctions, etc. and interstate depository network services).

Unless an Event of Default has occurred and is continuing at the time of an assignment, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # a Term Loan Commitment or Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the same Facility, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender or # except in the case of any Permitted Open Market Purchase or Term Loans purchased through Auctions pursuant to [Section 2.18], any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; provided, that such consent shall be deemed to have been given if the Borrower has not responded within ten Business Days after notice by the Administrative Agent;

The Repurchaser may conduct one or more auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class by providing written notice to the Administrative Agent (for distribution to the Term Lenders of the related Class) identifying the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain # the total cash value of the bid, in a minimum amount of $10,000,000 or €10,000,000, as the case may be, with minimum increments of $1,000,000 or €1,000,000, as the case may be (the “Auction Amount”) and # the discount to par, which shall be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;

Assignment to the Borrower. Any Lender may, so long as no Default has occurred and is continuing and, only to the extent purchased at a discount, no proceeds of Revolving Credit Borrowings 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 Term Loans under this Agreement to the Borrower through # Dutch auctions open to all Lenders on a pro rata basis in accordance with the procedures of the type described in Section 2.05(e[[Borrower:Organization]] or (y[[Borrower:Organization]] notwithstanding Sections 2.12 and 2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis (which open market purchase shall also apply to any Group Term Loans of the same Class under other Group Credit Agreements[[Borrower:Organization]]; provided that in connection with assignments pursuant to [clauses (x) and (y) above][[Borrower:Organization]][[Borrower:Organization]],

Beginning with the fiscal year ending December 31, 2022, within five Business Days after the delivery of each Compliance Certificate pursuant to [Section 6.02(b)] that relates to financial statements delivered pursuant to [Section 6.01(a)], the Borrower shall prepay an aggregate principal amount of Term Loans equal to # the ECF Percentage of Excess Cash Flow for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2022), minus, at the election of the Borrower, # the aggregate amount of voluntary prepayments of Term Loans, Incremental Term Loans, Revolving Loans and other Indebtedness secured on a pari passu basis with the Secured Obligations (in the case of Revolving Loans, to the extent accompanied by a corresponding reduction in Revolving Commitments or commitments under other revolving facilities) made during such fiscal year (without duplication of any voluntary prepayments of Term Loans or Revolving Loans deducted from the Excess Cash Flow payment for the prior fiscal year) and since January 1 of the current fiscal year pursuant to [Section 2.05(a)] (other than any such voluntary prepayments funded with proceeds of long-term Indebtedness), minus, at the election of the Borrower, # the aggregate cash amount paid by the Borrower in connection with purchases of Term Loans, Incremental Term Loans, Revolving Loans and other Indebtedness secured on a pari passu basis with the Secured Obligations (in the case of Revolving Loans, to the extent accompanied by a corresponding reduction in Revolving Commitments or commitments under other revolving facilities) pursuant to Auctions in accordance with [Section 2.18] and pursuant to Permitted Open Market Purchases during such fiscal year (without duplication of any amounts paid by the Borrower in connection with purchases of Term Loans, Incremental Term Loans, Revolving Loans and other Indebtedness secured on a pari passu basis with the Secured Obligations pursuant to Auctions and Permitted Open Market Purchases and deducted from the Excess Cash Flow payment for the prior fiscal year) and since January 1 of the current fiscal year (other than any such amounts funded with proceeds of long-term Indebtedness); provided that no prepayment under this [Section 2.05(f)] shall be required unless such amount is in excess of $2,500,000 (and then only amounts in excess of $2,500,000 shall be required to be prepaid).

“Year-End Available Amount Gross-Up” means, for the fourth Fiscal Quarter of each Fiscal Year, an amount equal to # the aggregate amount of Excess Cash Flow for the Fiscal Year ending on the last day of such Fiscal Quarter (or, in the case of the Fiscal Year ending September 30, 2017, for the period from the first day of the first full Fiscal Quarter after the Closing Date through September 30, 2017) minus # the aggregate Quarterly Excess Cash Flow for the first three Fiscal Quarters of such Fiscal Year (or, in the case of the determination made for the fourth Fiscal Quarter for the Fiscal Year ending September 30, 2017, each Fiscal Quarter commencing after the Closing Date except for the fourth Fiscal Quarter for such Fiscal Year) minus # the portion of such Excess Cash Flow that has been (or is, or previously was, required to be) applied to prepay the Loans pursuant to [Section 2.05(f)] for such Fiscal Year minus # without duplication, any voluntary prepayments of Loans referenced in [Section 2.05(f)] that previously reduced the amount of such required prepayment pursuant to [Section 2.05(f)] for such Fiscal Year minus # without duplication, any amounts paid by the Borrower in connection with purchases of Term Loans pursuant to Auctions that previously reduced the amount of such required prepayments of Loans referenced in [Section 2.05(f)] for such Fiscal Year.