Dutch Auctions. Subject to the terms and conditions set forth herein, any Affiliated Lender may conduct one or more modified Dutch auctions (each, an “Auction”) to purchase all or any portion of the Term Loans of one or more Lenders (such Term Loans, the “Offer Loans”), provided, that, with respect to any purchase of a Term Loan by an Affiliated Lender pursuant to an Auction, (A) the Purchasing Conditions shall be satisfied prior to or simultaneously with each such purchase to the Administrative Agent’s satisfaction, (B) no more than two (2) such Auctions may be held during the term of this Agreement, (C) such purchase, and all such other rights of such Affiliated Lender, shall be subject to the terms of Section 11.06(g)(iii), (D) such Affiliated Lender delivers a notice of the Term Loans that will be subject to such Auction to the Administrative Agent (for distribution to the Lenders) no later than 12:00 noon (New York City time) at least five Business Days in advance of a proposed consummation date of such Auction indicating (1) the date on which the Auction will conclude, (2) the maximum principal amount of Term Loans such Affiliated Lender is willing to purchase in the Auction and (3) the range of discounts to par at which such Affiliated Lender would be willing to purchase the Offer Loans; (E) the maximum dollar amount of the Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (F) such Affiliated Lender shall hold the Auction open for a minimum period of three (3) Business Days; (G) a Lender who elects to participate in the Auction may choose to tender all or part of such Lender’s Offer Loans; (H) the Auction shall be made to Lenders holding the Offer Loans on a pro rata basis in accordance with their pro rata shares; (I) the Auction shall be conducted pursuant to such procedures as the Administrative Agent may establish which are consistent with this Section 11.06(g)(ii) and are reasonably acceptable to such Affiliated Lender and the Administrative Agent; and (J) in the case of any Auction conducted by Holdings, the Borrower or any of its Subsidiaries, the purchase consideration for such assignment shall in no event be funded directly with the proceeds of Revolving Credit Loans (whether by any Restricted Payment or otherwise) or Swing line Loans;
Dutch Auctions. 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 Loans to the Borrower or any of its Subsidiaries (but not any Affiliates thereof) on a non-pro rata basis through Dutch Auctions open to all Lenders; provided, that:
(i) any Loans purchased by the Borrower or any of its Subsidiaries shall be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Loans so retired and cancelled; and
(ii) in connection with any such assignment, no Event of Default shall exist at the time of such acceptance of bids for the Dutch Auction.
Dutch Auctions. Dutch auctions involve the auction of multiple quantities of a single item. Bidders must submit both the quantity of items that they wish to buy and the amount they wish to bid for each item. Individual bidders may re-bid but only in a greater quantity or per-item bid amount than their original bid. The final per-item price in a Dutch Auction is determined by the lowest of the winning bids. The bidder who submits the highest of the winning bids is entitled to the quantity that he or she specified, but at the lower per-item price. Quantities of the item remaining after the highest of the winning bids is filled are used to fill other winning bids in the descending order of their bid price. See the example for further clarification of the operation of Dutch Auctions.
Dutch Auctions. 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 on a non-pro rata basis through Dutch auctions, or similar transactions pursuant to procedures to be established by the applicable “auction agent”, in each case open to all Lenders holding the relevant Term Loans on a pro rata basis, in each case without the consent of the Administrative Agent; provided that:
Dutch Auctions. Notwithstanding anything to the contrary contained in this Section 13.03 or any other provision of this Agreement, so long as no Unmatured Default or Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any 154 #98412540v7
Dutch Auctions. Notwithstanding anything to the contrary contained in this Section 13.03 or any other provision of this Agreement, so long as no Unmatured Default or Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of the Term Loans owing to it to the Borrower on a non-pro rata basis, subject to the following limitations: (i) Such sale, assignment or transfer shall be pursuant to one or more modified Dutch auctions conducted by the Borrower (each, an “Auction”) to repurchase all or any portion of the Term Loans; provided that (x) notice of and the option to participate in the Auction shall be provided to all Term Lenders and (y) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, which are consistent with this Section 13.03(g) and the Auction Procedures and are otherwise reasonably acceptable to the Borrower, the Auction Manager and the Administrative Agent;
