Common use of Replacement of Revolving Lenders under Certain Circumstances Clause in Contracts

Replacement of Revolving Lenders under Certain Circumstances. (a) Any of the Term Lenders (each an “Eligible Purchaser”) shall have the right to purchase by way of assignment, at any time during the exercise period described in Section 8.03(c) below, all, but not less than all, of the outstanding Revolving Loans and Revolving Commitments of the Revolving Lenders including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of such Secured Obligations outstanding at the time of purchase. Upon receipt of a notice in accordance with Section 8.03(b) from an Eligible Purchaser, the Administrative Agent will promptly notify each other Term Lender of the contents of such notice. Each such Term Lender may elect to participate in such purchase of the outstanding loans and commitments of the Revolving Lenders by providing written notice to the Administrative Agent no later than 5:00 p.m. (New York time) three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such purchase. Unless otherwise agreed to by the Eligible Purchasers, the obligations to be purchased shall be allocated among the participating Eligible Purchasers ratably on the basis of the relative amount of the sum of each participating Eligible Purchaser’s outstanding Term Loans. Any purchase pursuant to this Section 8.03(a) shall be made as follows: (i) for a purchase price equal to the sum of (A) in the case of all credit extensions that constitute outstanding Revolving Loans and Revolving Commitments of the Revolving Lenders, as applicable, 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; (ii) with the purchase price described in preceding clause (a)(i) payable in cash on the date of purchase; (iii) with all amounts payable in respect of the assignments described above to be distributed to them by the Administrative Agent ratably among the Revolving Lenders in proportion to the respective amounts described in Section 8.03(a)(i) held by them; and (iv) with such purchase to be made pursuant to an Assignment and Assumption Agreement; it being understood and agreed that each Revolving Lender shall retain all rights to indemnification as provided in the relevant Loan Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 8.03. (b) The right to exercise the purchase option described in Section 8.03(a) above shall be exercisable and legally enforceable upon at least ten (10) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Purchaser or Eligible Purchasers) given to the Administrative Agent by an Eligible Purchaser. Neither the Administrative Agent nor any Revolving Lender shall have any disclosure obligation to any Eligible Purchaser in connection with any exercise of such purchase option. (c) The right to purchase the outstanding Revolving Loans and Revolving Commitments of the Revolving Lenders, as applicable, as described in this Section 8.03 may be exercised (by giving the irrevocable written notice described in preceding clause (b)) during each of the periods that (1) begins on the date first to occur of (x) the exercise of remedies provided for in Section 8.01 (or upon the Loans automatically becoming immediately due and payable), (y) the occurrence of the final maturity of the Loans under this Agreement or (z) the occurrence of an Event of Default pursuant to clause (10) of Section 8.01(a) and (2) ends on the 60th day after the start of the applicable period described above. (d) The obligations of the Revolving Lenders to sell their respective Revolving Loans and Revolving Commitments under this Section 8.03 are several and not joint and several. To the extent any Revolving Lender (a “Defaulting Creditor”) breaches its obligation to sell its Revolving Loans and Revolving Commitments under this Section 8.03, nothing in this Section 8.03 shall be deemed to require the Administrative Agent or any other Revolving Lender to purchase such Defaulting Creditor’s Revolving Loans and Revolving Commitments for resale to the participating Eligible Purchasers and in all cases, the Administrative Agent, each Revolving Lender complying with the terms of this Section 8.03 shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor. (e) Each Loan Party irrevocably consents to any assignment effected to one or more Eligible Purchasers pursuant to this Section 8.03 for purposes of all Loan Documents and hereby agrees that no further consent from such Loan Party shall be required.

Replacement of Revolving Lenders under Certain Circumstances. (a) Any of the Term Lenders (each an “Eligible Purchaser”) shall have the right to purchase by way of assignment, at any time during the exercise period described in Section 8.03(c5.16(c) below, all, but not less than all, of the outstanding Revolving Credit Loans and Revolving Credit Commitments of the Revolving Lenders (including, without duplication, Unreimbursed Amounts drawn in respect of Letters of Credit, but excluding the undrawn amount of the then outstanding Letters of Credit) including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of such Secured Obligations outstanding at the time of purchase. Upon receipt of a notice in accordance with Section 8.03(b5.16(b) from an Eligible Purchaser, the Administrative Term Loan Credit Agreement Agent will promptly notify each other Term Lender of the contents of such notice. Each such Term Lender may elect to participate in such purchase of the outstanding loans and commitments of the Revolving Lenders by providing written notice to the Administrative Term Loan Credit Agreement Agent no later than 5:00 p.m. (New York time) three (3) Business Days after the date of such Term Lender’s receipt of notice from the Administrative Term Loan Credit Agreement Agent regarding such purchase. Unless otherwise agreed to by the Eligible Purchasers, the obligations to be purchased shall be allocated among the participating Eligible Purchasers ratably on the basis of the relative amount of the sum of each participating Eligible Purchaser’s outstanding (a) Total Outstandings (as defined in the Term LoansLoan Credit Agreement) and (b) aggregate unused Term Commitments (as defined in the Term Loan Credit Agreement). Any purchase pursuant to this Section 8.03(a5.16(a) shall be made as follows: (i) for a purchase price equal to the sum of (A) in the case of all credit extensions that constitute outstanding Revolving Loans and Revolving Commitments of the Revolving Lenders, as applicable, 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; (ii) with the purchase price described in preceding clause (a)(i) payable in cash on the date of purchase; (iii) with all amounts payable in respect of the assignments described above to be distributed to them by the Administrative Agent ratably among the Revolving Lenders in proportion to the respective amounts described in Section 8.03(a)(i) held by them; and (iv) with such purchase to be made pursuant to an Assignment and Assumption Agreement; it being understood and agreed that each Revolving Lender shall retain all rights to indemnification as provided in the relevant Loan Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 8.03. (b) The right to exercise the purchase option described in Section 8.03(a) above shall be exercisable and legally enforceable upon at least ten (10) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Purchaser or Eligible Purchasers) given to the Administrative Agent by an Eligible Purchaser. Neither the Administrative Agent nor any Revolving Lender shall have any disclosure obligation to any Eligible Purchaser in connection with any exercise of such purchase option. (c) The right to purchase the outstanding Revolving Loans and Revolving Commitments of the Revolving Lenders, as applicable, as described in this Section 8.03 may be exercised (by giving the irrevocable written notice described in preceding clause (b)) during each of the periods that (1) begins on the date first to occur of (x) the exercise of remedies provided for in Section 8.01 (or upon the Loans automatically becoming immediately due and payable), (y) the occurrence of the final maturity of the Loans under this Agreement or (z) the occurrence of an Event of Default pursuant to clause (10) of Section 8.01(a) and (2) ends on the 60th day after the start of the applicable period described above. (d) The obligations of the Revolving Lenders to sell their respective Revolving Loans and Revolving Commitments under this Section 8.03 are several and not joint and several. To the extent any Revolving Lender (a “Defaulting Creditor”) breaches its obligation to sell its Revolving Loans and Revolving Commitments under this Section 8.03, nothing in this Section 8.03 shall be deemed to require the Administrative Agent or any other Revolving Lender to purchase such Defaulting Creditor’s Revolving Loans and Revolving Commitments for resale to the participating Eligible Purchasers and in all cases, the Administrative Agent, each Revolving Lender complying with the terms of this Section 8.03 shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor. (e) Each Loan Party irrevocably consents to any assignment effected to one or more Eligible Purchasers pursuant to this Section 8.03 for purposes of all Loan Documents and hereby agrees that no further consent from such Loan Party shall be required.

Replacement of Revolving Lenders under Certain Circumstances. (a) Any of the Term Lenders (each an “Eligible Purchaser”) shall have the right to purchase by way of assignment, at any time during the exercise period described in Section 8.03(c5.16(c) below, all, but not less than all, of the outstanding Revolving Credit Loans and Revolving Credit Commitments of the Revolving Lenders (including, without duplication, Unreimbursed Amounts drawn in respect of Letters of Credit, but excluding the undrawn amount of the then outstanding Letters of Credit) including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of such Secured Obligations outstanding at the time of purchase. Upon receipt of a notice in accordance with Section 8.03(b5.16(b) from an Eligible Purchaser, the Administrative Term Loan Credit Agreement Agent will promptly notify each other Term Lender of the contents of such notice. Each such Term Lender may elect to participate in such purchase of the outstanding loans and commitments of the Revolving Lenders by providing written notice to the Administrative Term Loan Credit Agreement Agent no later than 5:00 p.m. (New York time) three (3) Business Days after the date of such Term Lender’s receipt of notice from the Administrative Term Loan Credit Agreement Agent regarding such purchase. Unless otherwise agreed to by the Eligible Purchasers, the obligations to be purchased shall be allocated among the participating Eligible Purchasers ratably on the basis of the relative amount of the sum of each participating Eligible Purchaser’s outstanding (a) Total Outstandings (as defined in the Term LoansLoan Credit Agreement) and (b) aggregate unused Term Commitments (as defined in the Term Loan Credit Agreement). Any purchase pursuant to this Section 8.03(a5.16(a) shall be made as follows: (i) for a purchase price equal to the sum of (A) in the case of all credit extensions Credit Extensions that constitute outstanding Revolving Credit Loans and Revolving Credit Commitments of the Revolving LendersLenders (including, as applicablewithout duplication, Unreimbursed Amounts drawn in respect of Letters of Credit, but excluding the undrawn amount of then outstanding Letters of Credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (including any acceleration prepayment penalties or premiums), plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; (ii) with the purchase price described in preceding clause (a)(i) payable in cash on the date of purchase; (iii) with all amounts payable in respect of the assignments described above to be distributed to them by the Administrative Revolving Credit Agreement Agent ratably among the Revolving Lenders in proportion to the respective amounts described in Section 8.03(a)(i5.16(a)(i) held by them; and (iv) with such purchase to be made pursuant to an Assignment and Assumption AgreementAssumption; it being understood and agreed that each the Revolving Lender shall retain all rights to indemnification as provided in the relevant Loan Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 8.035.16. (b) The right to exercise the purchase option described in Section 8.03(a) above shall be exercisable and legally enforceable upon at least ten (10) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Purchaser or Eligible Purchasers) given to the Administrative Agent by an Eligible Purchaser. Neither the Administrative Agent nor any Revolving Lender shall have any disclosure obligation to any Eligible Purchaser in connection with any exercise of such purchase option. (c) The right to purchase the outstanding Revolving Credit Loans and Revolving Credit Commitments of the Revolving Lenders, as applicable, Lenders as described in this Section 8.03 5.16 may be exercised (by giving the irrevocable written notice described in preceding clause (b)below) during each of the periods that (1) begins on the date first to occur of (x) the exercise of remedies provided for in Section 8.01 8.02 of the Revolving Credit Agreement (or upon the Loans automatically becoming immediately due and payablepayable and the L/C Obligations having automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02 of the Revolving Credit Agreement), (y) the occurrence of the final maturity of the Loans under this the Revolving Credit Agreement or (z) the occurrence of an Event of Default pursuant to clause (10Section 8.01(f) of Section 8.01(a) the Revolving Credit Agreement and (2) ends on the 60th 30th day after the start of the applicable period described above. (dc) The obligations of the Revolving Lenders to sell their respective Revolving Loans loans and Revolving Commitments commitments under this Section 8.03 5.16 are several and not joint and several. To the extent any Revolving Lender (a “Defaulting Creditor”) breaches its obligation to sell its Revolving Loans loans and Revolving Commitments commitments under this Section 8.03, nothing in this Section 8.03 shall be deemed to require the Administrative Agent or any other Revolving Lender to purchase such Defaulting Creditor’s Revolving Loans and Revolving Commitments for resale to the participating Eligible Purchasers and in all cases, the Administrative Agent, each Revolving Lender complying with the terms of this Section 8.03 shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor. (e) Each Loan Party irrevocably consents to any assignment effected to one or more Eligible Purchasers pursuant to this Section 8.03 for purposes of all Loan Documents and hereby agrees that no further consent from such Loan Party shall be required.this