Assignments of Term Loans to any Purchasing Borrower Party shall be permitted through open market purchases and/or “Dutch auctions”, so long as any offer to purchase or take by assignment (other than through open market purchases) by such Purchasing Borrower Party shall have been made to all Term Lenders, so long as # no Event of Default has occurred and is continuing, # the Term Loans purchased are immediately cancelled and # no proceeds from any loan under the Revolving Credit Facility shall be used to fund such assignments. Purchasing Borrower Parties may not purchase Revolving Loans.

Assignments of Term Loans to any Purchasing Borrower Party shall be permitted through open market purchases and/or “Dutch auctions”, so long as any offer to purchase or take by assignment (other than through open market purchases) by such Purchasing Borrower Party shall have been made to all Term ​, so long as # no Default or an Event of Default has occurred and is continuing and # the Term Loans purchased are immediately cancelled pursuant to [Section 9.07(l)].

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 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 Term Loans under this Agreement to Holdings, the Borrower or any of its Subsidiaries through # “Dutch Auctions” open to all ​ on a pro rata basis in accordance with procedures of the type described in ‎[Section 2.05(a)(v) or (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; provided that in connection with assignments pursuant to [clauses (x) and (y) above]e]: