Assignment to Consolidated Group Entities. 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 constituting Term B Loans under this Agreement to a Holding Company or 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]], if a Holding Company is the assignee, upon such assignment, transfer or contribution, such Holding Company shall automatically be deemed to have contributed the principal amount of such Term Loans, plus all accrued and unpaid interest thereon, to the Borrower; and if the assignee is the Borrower (including through contribution or transfer set forth in [clause ([[Borrower:Organization]]) above][[Borrower:Organization]], # the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, # the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishment of the Term Loans then held by the Borrower and # the Borrower shall promptly provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register.

Assignment to Consolidated Group Entities. 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 constituting Term B Loans under this Agreement to a Holding Company or 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 ([[Borrower:Organization]]) and ([[Borrower:Organization]]) above]e], if a Holding Company is the assignee, upon such assignment, transfer or contribution, such Holding Company shall automatically be deemed to have contributed the principal amount of such Term Loans, plus all accrued and unpaid interest thereon, to the Borrower; and if the assignee is the Borrower (including through contribution or transfer set forth in [clause ([[Borrower:Organization]]) above][[Borrower:Organization]], # the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, # the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishment of the Term Loans then held by the Borrower and # the Borrower shall promptly provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register.

The Company holds, directly or indirectly, all shares or equity interests in the entities set forth in [Exhibit 2.2] (such entities collectively the “Subsidiaries” and each a “Subsidiary”). The shares or equity interests held by the Company in any Subsidiary and the shares or equity interests held by any Subsidiary in any other Subsidiary are herein collectively referred to as the “Subsidiary Interests”. The Company and the Subsidiaries are herein collectively referred to as the “Group Entities” or the “Group” and each as a “Group Entity”.

No Group Entities' Claims. The Purchaser shall cause (steht dqfür ein) that none of the Group Entities brings any claims against the Seller or any of the Seller's Affiliates or the Seller's Representatives regardless of the legal basis of such claims, except for any claims based on willful deceit (arglistige Täuschung) or willful misconduct (Vorsatz).

cash payments by the Consolidated Group Entities during such period in respect of long-term liabilities of the Consolidated Group Entities other than Indebtedness, so long as such payments were financed with the proceeds of internally generated cash of the Consolidated Group Entities;

(Total Indebtedness (at a fixed rate) of Consolidated Group)

(Total Indebtedness (at a fixed rate) of Consolidated Group)

(Total Indebtedness (at a fixed rate) of Consolidated Group)

Consolidated Interest Expenses of the Consolidated Group Entities for such period;

Consolidated Interest Expenses of the Consolidated Group Entities for such period;