Common use of Purchase from Defaulting Lender Clause in Contracts

Purchase from Defaulting Lender. Any Lender that is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitments. If more than one Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s Commitments on a pro rata basis. Upon any such purchase, the Defaulting Lender’s interest in its Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.6, including an Assignment in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. The purchaser shall pay to the Defaulting Lender in Immediately Available Funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Lender hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from the Borrower). Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.

Purchase from Defaulting Lender. Any Lender that is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitments. If more than one Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s Commitments on a pro rata basis. Upon any such purchase, the Defaulting Lender’s interest in its Loans and its rights hereunder (but not its liability in respect thereof or of under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.6subsection 11.9.1, including an Assignment and Acceptance Agreement in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower Co-Borrowers to the Defaulting Lender. The purchaser shall pay to the Defaulting Lender in Immediately Available Funds immediately available funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Lender hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from the BorrowerCo-Borrowers). Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower Co-Borrowers under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the BorrowerCo-Borrowers. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.

Purchase from Defaulting Lender. Any Lender that is not a Defaulting defaulting Lender as set forth in Section 2.1.7 shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting defaulting Lender’s Commitmentsinterests, rights and obligations under the Credit Documents, the portion of the Credit Obligations at the time owing to such defaulting Lender and the Notes held by it. If more than one Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s Commitments interests on a pro rata basis. Upon any such purchase, the Defaulting defaulting Lender’s interest in its Loans the Credit Obligations and its rights hereunder (but not its liability in respect thereof or under the Loan Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.6Section 14, including an Assignment and Acceptance in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments defaulting Lender’s interests, rights and obligations under the Credit Documents, the portion of a Defaulting the Credit Obligations at the time owing to such defaulting Lender and the Notes held by it, shall be equal to the amount of the principal balance of the Loans outstanding and Credit Obligations then owed by the Borrower to the Defaulting such defaulting Lender. The purchaser shall pay such purchase price to the Defaulting defaulting Lender in Immediately Available Funds same day or immediately available funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Lender hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from the BorrowerBorrowers). Prior to payment of such purchase price to a Defaulting defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a)Section 2.1.7. The Defaulting defaulting Lender shall be entitled to receive amounts owed to it by the Borrower Borrowers under the Loan Credit Documents which accrued prior to the date of the default by the Defaulting defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the BorrowerBorrowers. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the LoansCredit Obligations. No such termination of any defaulting Lender’s obligations hereunder and the purchase of such defaulting Lender’s interests pursuant to this Section 2.1.8 will affect (x) any liability or obligation of the Borrowers, the Agent or any other Lender to such defaulting Lender which accrued on or prior to the date of such purchase, or (y) such defaulting Lender’s rights hereunder in respect of any such liability or obligation. Upon the effective date of such purchase, such defaulting Lender will cease to be a “Lender” hereunder.

Purchase from Defaulting Lender. Any Lender that is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitments. If more than one Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s Commitments on a pro rata basis. Upon any such purchase, the Defaulting Lender’s interest in its Loans and its rights hereunder (but not its liability in respect thereof or of under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.6subsection 11.9.1, including an Assignment and Acceptance Agreement in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower Co-Borrowers to the Defaulting Lender. The purchaser shall pay to the Defaulting Lender in Immediately Available Funds immediately available funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Lender hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from the BorrowerCo-Borrowers). Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower Co-Borrowers under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the BorrowerCo-Borrowers. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.. (Signature Page Follows)

Purchase from Defaulting Lender. Any Lender that is not a Defaulting defaulting Lender as set forth in Section 2.1.7 shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting defaulting Lender’s Commitmentsinterests, rights and obligations under the Credit Documents, the portion of the Credit Obligations at the time owing to such defaulting Lender and the Notes held by it. If more than one Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s Commitments interests on a pro rata basisbasis based on its Percentage Interest. Upon any such purchase, the Defaulting defaulting Lender’s interest in its Loans the Credit Obligations and its rights hereunder (but not its liability in respect thereof or under the Loan Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.6Section 14, including an Assignment and Acceptance in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments defaulting Lender’s interests, rights and obligations under the Credit Documents, the portion of a Defaulting the Credit Obligations at the time owing to such defaulting Lender and the Notes held by it, shall be equal to the amount of the principal balance of the Loans outstanding and Credit Obligations then owed by the Borrower to the Defaulting such defaulting Lender. The purchaser shall pay such purchase price to the Defaulting defaulting Lender in Immediately Available Funds same day or immediately available funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Lender hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from the BorrowerBorrowers). Prior to payment of such purchase price to a Defaulting defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a)Section 2.1.7. The Defaulting defaulting Lender shall be entitled to receive amounts owed to it by the Borrower Borrowers under the Loan Credit Documents which accrued prior to the date of the default by the Defaulting defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the BorrowerBorrowers. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the LoansCredit Obligations. No such termination of any defaulting Lender’s obligations hereunder and the purchase of such defaulting Lender’s interests pursuant to this Section 2.1.8 will affect (x) any liability or obligation of the Borrowers, the Agent or any other Lender to such defaulting Lender which accrued on or prior to the date of such purchase, or (y) such defaulting Lender’s rights hereunder in respect of any such liability or obligation. Upon the effective date of such purchase, such defaulting Lender will cease to be a “Lender” hereunder.

Purchase from Defaulting Lender. Any Lender that is not a Defaulting Lender shall have has the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitments. If more than one Lender exercises such right, each such Lender shall have has the right to acquire such proportion of such Defaulting Lender’s Commitments on a pro rata basis. Upon any such purchase, the Defaulting Lender’s interest in its Loans and its rights hereunder under this Agreement (but not its liability in with respect thereof to its Loans or under the Loan Documents or this Agreement to the extent the same relate such liability relates to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute sign and deliver all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.6Section 9.5, including an Assignment assignment in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by any of the Borrower Borrowers to the Defaulting Lender. The purchaser shall pay to the Defaulting Lender in Immediately Available Funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Lender hereunder under this Agreement (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from any of the BorrowerBorrowers). Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). Section 8.19. a. The Defaulting Lender shall be is entitled to receive amounts owed to it by any of the Borrower Borrowers under the Loan Documents which that accrued prior to the date of before the default by the Defaulting Lender, to the extent the same they are received by the Administrative Agent from or on behalf of any of the BorrowerBorrowers. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in with respect of to the Loans.

Purchase from Defaulting Lender. Any Lender that is not a Defaulting defaulting Lender as set forth in Section 2.1.7 shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting defaulting Lender’s Commitmentsinterests, rights and obligations under the Credit Documents, the portion of the Credit Obligations at the time owing to such defaulting Lender and the Notes held by it. If more than one (1) Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s Commitments interests on a pro rata basisbasis based on its Percentage Interest. Upon any such purchase, the Defaulting defaulting Lender’s interest in its Loans the Credit Obligations and its rights hereunder (but not its liability in respect thereof or under the Loan Credit Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.6Section 14, including an Assignment and Acceptance in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments defaulting Lender’s interests, rights and obligations under the Credit Documents, the portion of a Defaulting the Credit Obligations at the time owing to such defaulting Lender and the Notes held by it, shall be equal to the amount of the principal balance of the Loans outstanding and Credit Obligations then owed by the Borrower to the Defaulting such defaulting Lender. The purchaser shall pay such purchase price to the Defaulting defaulting Lender in Immediately Available Funds same day or immediately available funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Lender hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from the BorrowerBorrowers). Prior to payment of such purchase price to a Defaulting defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a)Section 2.1.7. The Defaulting defaulting Lender shall be entitled to receive amounts owed to it by the Borrower Borrowers under the Loan Credit Documents which accrued prior to the date of the default by the Defaulting defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the BorrowerBorrowers. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the LoansCredit Obligations. No such termination of any defaulting Lender’s obligations hereunder and the purchase of such defaulting Lender’s interests pursuant to this Section 2.1.8 will affect (x) any liability or obligation of the Borrowers, the Agent or any other Lender to such defaulting Lender which accrued on or prior to the date of such purchase, or (y) such defaulting Lender’s rights hereunder in respect of any such liability or obligation. Upon the effective date of such purchase, such defaulting Lender will cease to be a “Lender” hereunder.

Purchase from Defaulting Lender. Any Lender that is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s CommitmentsTerm Loan Commitment. If more than one Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s Commitments Commitment on a pro rata basis. Upon any such purchase, the Defaulting Lender’s interest in its Loans Term Loan and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.6Section 9.5, including an Assignment in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments Term Loan Commitment of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans Loan outstanding and owed by the Borrower to the Defaulting Lender. The purchaser shall pay to the Defaulting Lender in Immediately Available Funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans Loan made by such Defaulting Lender hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from the Borrower). Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the LoansLoan.

Purchase from Defaulting Lender. Any Lender that is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s Commitments. If more than one Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s Commitments on a pro rata basis. Upon any such purchase, the Defaulting Lender’s interest in its Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.6Section 10.6, including an Assignment assignment in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. The purchaser shall pay to the Defaulting Lender in Immediately Available Funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Lender hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from the Borrower). Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.

Purchase from Defaulting Lender. Any Lender that is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Lender’s 's Commitments. If more than one Lender exercises such right, each such Lender shall have the right to acquire such proportion of such Defaulting Lender’s 's Commitments on a pro rata basis. Upon any such purchase, the Defaulting Lender’s 's interest in its Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in Section 9.6, including an Assignment in form reasonably acceptable to the Administrative Agent. The purchase price for the Commitments of a Defaulting Lender shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Lender. The purchaser shall pay to the Defaulting Lender in Immediately Available Funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Lender hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Lender and the Defaulting Lender by the Administrative Agent at a subsequent date upon receipt of payment of such amounts from the Borrower). Prior to payment of such purchase price to a Defaulting Lender, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the date of the default by the Defaulting Lender, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. There shall be no recourse against any Lender or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.