Common use of Replacement of Defaulting Purchaser Clause in Contracts

Replacement of Defaulting Purchaser. If any Purchaser is a Defaulting Purchaser, then (i) the Seller Representative, upon notice to the Administrative Agent or the Administrative Agent upon notice to the Seller Representative, and the Purchasers, may require such Defaulting Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.3, 12.1 or 14.1) and obligations under this Agreement and the related Purchase Documents to one or more permitted assignee that shall assume such obligations (which assignee may be another Purchaser, if such Purchaser accepts such assignment); provided that (i) such Purchaser shall have received payment of an amount equal to its outstanding Asset Interests, accrued fees and all other amounts payable to it hereunder and under the other Purchase Documents and (ii) such assignment does not conflict with applicable Law. Each Purchaser hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Purchaser if such Purchaser becomes a Defaulting Purchaser, as assignor, any Assignment and Assumption necessary to effect any assignment of such Defaulting Purchaser’s interests hereunder in the circumstances contemplated by this Section 2.11(a). Each Purchaser agrees that if the Seller Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Purchaser if such Purchaser becomes a Defaulting Purchaser, such Defaulting Purchaser shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effect such assignment in accordance with Section 14.6. In the event that a Purchaser does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Purchaser hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.6 on behalf of such Defaulting Purchaser and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.6.

Replacement of Defaulting Purchaser. If any Purchaser is a Defaulting Purchaser, then (i) the Seller Representative, upon notice to the Administrative Agent or the Administrative Agent upon notice to the Seller Representative, and the Purchasers, may require such Defaulting Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.3, 12.1 or 14.1) and obligations under this Agreement and the related Purchase Documents to one or more permitted assignee that shall assume such obligations (which assignee may be another Purchaser, if such Purchaser accepts such assignment); provided that (i) such Purchaser shall have received payment of an amount equal to its outstanding Asset Interests, accrued fees and all other amounts payable to it hereunder and under the other Purchase Documents and Documents, (ii) such assignment does not conflict with applicable LawLaw and (iii) if such Purchaser is also acting as Administrative Agent, (A) such Purchaser shall have the right to immediately resign as Administrative Agent upon the effectiveness of such assignment and (B) the non-Defaulting Purchasers may in their discretion require that such Purchaser resign as Administrative Agent. Each Purchaser hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Purchaser if such Purchaser becomes a Defaulting Purchaser, as assignor, any Assignment and Assumption necessary to effect any assignment of such Defaulting Purchaser’s interests hereunder in the circumstances contemplated by this Section 2.11(a). Each Purchaser agrees that if the Seller Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Purchaser if such Purchaser becomes a Defaulting Purchaser, such Defaulting Purchaser shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effect such assignment in accordance with Section 14.6. In the event that a Purchaser does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Purchaser hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.6 on behalf of such Defaulting Purchaser and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.6.

Replacement of Defaulting Purchaser. If any Purchaser is a Defaulting Purchaser, then (i) the Seller Representative, upon notice to the Administrative Agent or the Administrative Agent upon notice to the Seller Representative, and the Purchasers, may require such Defaulting Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.3, 12.1 or 14.1) and obligations under this Agreement and the related Purchase Documents to one or more permitted assignee that shall assume such obligations (which assignee may be another Purchaser, if such Purchaser accepts such assignment); provided that (i) such Purchaser shall have received payment of an amount equal to its outstanding Asset Interests, accrued fees and all other amounts payable to it hereunder and under the other Purchase Documents and and, (ii) such assignment does not conflict with applicable LawLaw and (iii) if such Purchaser is also acting as Administrative Agent, (A) such Purchaser shall have the right to immediately resign as Administrative Agent upon the effectiveness of such assignment and (B) the non-Defaulting Purchasers may in their discretion require that such Purchaser resign as Administrative Agent. Each Purchaser hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Purchaser if such Purchaser becomes a Defaulting Purchaser, as assignor, any Assignment and Assumption necessary to effect any assignment of such Defaulting Purchaser’s interests hereunder in the circumstances contemplated by this Section 2.11(a). Each Purchaser agrees that if the Seller Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Purchaser if such Purchaser becomes a Defaulting Purchaser, such Defaulting Purchaser shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effect such assignment in accordance with Section 14.6. In the event that a Purchaser does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Purchaser hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.6 on behalf of such Defaulting Purchaser and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.6.

Replacement of Defaulting Purchaser. If any Purchaser is a Defaulting Purchaser, then (i) the Seller Representative, upon notice to the Administrative Agent or the Administrative Agent upon notice to the Seller Representative, and the Purchasers, may require such Defaulting Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.3, 12.1 or 14.1) and obligations under this Agreement and the related Purchase Documents to one or more permitted assignee that shall assume such obligations (which assignee may be another Purchaser, if such Purchaser accepts such assignment); provided that (i) such Purchaser shall have received payment of an amount equal to its outstanding Asset Interests, accrued fees and all other amounts payable to it hereunder and under the other Purchase Documents and (ii) such assignment does not conflict with applicable Law. Each Purchaser hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Purchaser if such Purchaser becomes a Defaulting Purchaser, as assignor, any Assignment and Assumption necessary to effect any assignment of such Defaulting Purchaser’s interests hereunder in the circumstances contemplated by this Section 2.11(a). Each Purchaser agrees that if the Seller Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Purchaser if such Purchaser becomes a Defaulting Purchaser, such Defaulting Purchaser shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effect such assignment in accordance with Section 14.6. In the event that a Purchaser does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Purchaser hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.6 on behalf of such Defaulting Purchaser and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.6.. (b)

Replacement of Defaulting Purchaser. If any Purchaser is a Defaulting Purchaser, then (i) the Seller Representative, upon notice to the Administrative Agent or the Administrative Agent upon notice to the Seller Representative, and the Purchasers, may require such Defaulting Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.3, 12.1 or 14.1) and obligations under this Agreement and the related Purchase Documents to one or more permitted assignee that shall assume such obligations (which assignee may be another Purchaser, if such Purchaser accepts such assignment); provided that (i) such Purchaser shall have received payment of an amount equal to its outstanding Asset Interests, accrued fees and all other amounts payable to it hereunder and under the other Purchase Documents and Documents, (ii) such assignment does not conflict with applicable LawLaw and (iii) if such Purchaser is also acting as Administrative Agent, (A) such Purchaser shall have the right to immediately resign as Administrative Agent upon the effectiveness of such assignment and (B) the non-Defaulting Purchasers may in their discretion require that such Purchaser resign as Administrative Agent. Each Purchaser hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Purchaser if such Purchaser becomes a Defaulting Purchaser, as assignor, any Assignment and Assumption necessary to effect any assignment of such Defaulting Purchaser’s interests hereunder in the circumstances contemplated by this Section 2.11(a). Each Purchaser agrees that if the Seller Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Purchaser if such Purchaser becomes a Defaulting Purchaser, such Defaulting Purchaser shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effect such assignment in accordance with Section 14.6. In the event that a Purchaser does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Purchaser hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.6 on behalf of such Defaulting Purchaser and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.6.. (b)

Replacement of Defaulting Purchaser. If any Purchaser is a Defaulting Purchaser, then (i) the Seller Representative, upon notice to the Administrative Agent or the Administrative Agent upon notice to the Seller Representative, and the Purchasers, may require such Defaulting Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.3, 12.1 or 14.1) and obligations under this Agreement and the related Purchase Documents to one or more permitted assignee that shall assume such obligations (which assignee may be 22 another Purchaser, if such Purchaser accepts such assignment); provided that (i) such Purchaser shall have received payment of an amount equal to its outstanding Asset Interests, accrued fees and all other amounts payable to it hereunder and under the other Purchase Documents and Documents, (ii) such assignment does not conflict with applicable LawLaw and (iii) if such Purchaser is also acting as Administrative Agent, (A) such Purchaser shall have the right to immediately resign as Administrative Agent upon the effectiveness of such assignment and (B) the non-Defaulting Purchasers may in their discretion require that such Purchaser resign as Administrative Agent. Each Purchaser hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Purchaser if such Purchaser becomes a Defaulting Purchaser, as assignor, any Assignment and Assumption necessary to effect any assignment of such Defaulting Purchaser’s interests hereunder in the circumstances contemplated by this Section 2.11(a). Each Purchaser agrees that if the Seller Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Purchaser if such Purchaser becomes a Defaulting Purchaser, such Defaulting Purchaser shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effect such assignment in accordance with Section 14.6. In the event that a Purchaser does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Purchaser hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.6 on behalf of such Defaulting Purchaser and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.6.

Replacement of Defaulting Purchaser. If any Purchaser is a Defaulting Purchaser, then (i) the Seller Representative, upon notice to the Administrative Agent or the Administrative Agent upon notice to the Seller Representative, and the Purchasers, may require such Defaulting Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.3, 12.1 or 14.1) and obligations under this Agreement and the related Purchase Documents to one or more permitted assignee that shall assume such obligations (which assignee may be another Purchaser, if such Purchaser accepts such assignment); provided that (i) such Purchaser shall have received payment of an amount equal to its outstanding Asset Interests, accrued fees and all other amounts payable to it hereunder and under the other Purchase Documents and Documents, (ii) such assignment does not conflict with applicable LawLaw and (iii) if such Purchaser is also acting as Administrative Agent, (A) such Purchaser shall have the right to immediately resign as Administrative Agent upon the effectiveness of such assignment and (B) the non-Defaulting Purchasers may in their discretion require that such Xxxxxxxxx resign as Administrative Agent. Each Purchaser hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Purchaser if such Purchaser becomes a Defaulting Purchaser, as assignor, any Assignment and Assumption necessary to effect any assignment of such Defaulting Purchaser’s interests hereunder in the circumstances contemplated by this Section 2.11(a). Each Purchaser agrees that if the Seller Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Purchaser if such Purchaser becomes a Defaulting Purchaser, such Defaulting Purchaser shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effect such assignment in accordance with Section 14.6. In the event that a Purchaser does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Purchaser hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.6 on behalf of such Defaulting Purchaser and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.6.

Replacement of Defaulting Purchaser. If any Purchaser is a Defaulting Purchaser, then (i) the Seller Representative, upon notice to the Administrative Agent or the Administrative Agent upon notice to the Seller Representative, and the Purchasers, may require such Defaulting Purchaser to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.6), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.3, 12.1 or 14.1) and obligations under this Agreement and the related Purchase Documents to one or more permitted assignee that shall assume such obligations (which assignee may be another Purchaser, if such Purchaser accepts such assignment); provided that (i) such Purchaser shall have received payment of an amount equal to its outstanding Asset Interests, accrued fees and all other amounts payable to it hereunder and under the other Purchase Documents and Documents, (ii) such assignment does not conflict with applicable LawLaw and (iii) if such Purchaser is also acting as Administrative Agent, (A) such Purchaser shall have the right to immediately resign as Administrative Agent upon the effectiveness of such assignment and (B) the non-Defaulting Purchasers may in their discretion require that such Purchaser resign as Administrative Agent. Each Purchaser hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Purchaser if such Purchaser becomes a Defaulting Purchaser, as assignor, any Assignment and Assumption necessary to effect any assignment of such Defaulting Purchaser’s interests hereunder in the circumstances contemplated by this Section 2.11(a). Each Purchaser agrees that if the Seller Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Purchaser if such Purchaser becomes a Defaulting Purchaser, such Defaulting Purchaser shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effect such assignment in accordance with Section 14.6. In the event that a Purchaser does not comply with the requirements of the immediately preceding sentence within one (1) Business Day after receipt of such notice, each Purchaser hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 14.6 on behalf of such Defaulting Purchaser and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 14.6.