Common use of Term Loan Repurchase Auctions Clause in Contracts

Term Loan Repurchase Auctions. The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class, provided that (1) the Borrower delivers a notice of such Auction to the Auction Manager and the Administrative Agent (for distribution to the Term Lenders of such Class) no later than 1:00 p.m. (New York City time) at least five Business Days in advance of a proposed commencement date of such Auction (or such shorter period as may be acceptable to the Administrative Agent), which notice shall specify (x) the dates on which such Auction will commence and conclude, (y) the maximum principal amount of Term Loans and the Class thereof that the Borrower desires to repurchase in such Auction and (z) the range of discounts to par at which the Borrower would be willing to repurchase such Term Loans, (2) the maximum dollar amount of such Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (3) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4) such Auction shall be open for participation by all the Term Lenders of such Class on a ratable basis, (5) a Term Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Loans of such Class, (6) each repurchase of Term Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto (and shall be allocated among the Term Loans of such Class of such Term Lender in a manner that would result in such Term Lender’s remaining Term Loans of such Class being included in each Term Borrowing in accordance with its applicable Pro Rata Share thereof), (7) at the time of the commencement and conclusion of such Auction, no Event of Default shall have occurred and be continuing, (8) the Borrower shall not use the proceeds of any Revolving Loans to make such repurchase and (9) such Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i) and are reasonably acceptable to the Administrative Agent and the Borrower. In connection with any Auction, the Auction Manager and the Administrative Agent may request one or more certificates of an Authorized Officer of the Borrower as to the satisfaction of the conditions set forth in clauses (7) and (8) above.

Term Loan Repurchase Auctions. The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class, provided that (1A) the Borrower delivers a written notice of such Auction to the Auction Manager and the Administrative Agent (for distribution to the Term Lenders of such Class) no later than 1:00 12:00 p.m. (New York City time) at least five Business Days in advance of a proposed commencement date of such Auction (or such shorter period as may be acceptable to the Administrative Agent), which notice shall specify (x) the dates on which such Auction will commence and conclude, (y) the maximum principal amount of Term Loans and the Class thereof that the Borrower desires to repurchase in such Auction and (z) the range of discounts to par at which the Borrower would be willing to repurchase such Term Loans, (2B) the maximum dollar amount of such Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (3C) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4D) such Auction shall be open for participation by all the Term Lenders of such Class on a ratable basis, (5E) a Term Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Term Loans of such Class, (6F) each repurchase of Term Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto (and shall be allocated among the Term Loans of such Class of such Term Lender in a manner that would result in such Term Lender’s remaining Term Loans of such Class being included in each Term Borrowing in accordance with its applicable Pro Rata Share thereof), (7G) at the time of the commencement and conclusion of such Auction, no Event of Default shall have occurred and be continuing, (8) H) the Borrower shall not use the proceeds of any Revolving Loans to make such repurchase and (9I) such Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i) and are reasonably acceptable to the Administrative Agent and the Borrower. In connection with any Auction, the Auction Manager and the Administrative Agent may request one or more certificates of an Authorized Officer of the Borrower as to the satisfaction of the conditions set forth in clauses (7G) and (8) H) above.

Term Loan Repurchase Auctions. The Term Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any ClassLoans, provided that (1) the Term Borrower delivers a notice of such Auction to the Auction Manager and the Administrative Agent (for distribution to the Term Lenders of such ClassLenders) no later than 1:00 12:00 p.m. (New York City time) at least five Business Days in advance of a proposed commencement date of such Auction (or such shorter period as may be acceptable to the Administrative Agent)Auction, which notice shall specify (x) the dates on which such Auction will commence and conclude, (y) the maximum principal amount of Term Loans and the Class thereof that the Term Borrower desires to repurchase in such Auction and (z) the range of discounts to par at which the Term Borrower would be willing to repurchase such the Term Loans, (2) the maximum dollar amount of such Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (3) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4) such Auction shall be open for participation by all the Term Lenders of such Class on a ratable basis, (5) a Term Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Loans of such ClassTerm Loans, (6) each repurchase of Term Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto (and shall be allocated among the Term Loans of such Class of such Term Lender in a manner that would result in such Term Lender’s remaining Term Loans of such Class being included in each Term Borrowing in accordance with its applicable Pro Rata Share thereof)thereto, (7) at the time of the commencement and conclusion of such Auction, no Event of Default shall have occurred and be continuing, continuing and (8) the Borrower shall not use the proceeds of any Revolving Loans to make such repurchase and (9) such Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i11.2(i) and are reasonably acceptable to the Administrative Agent and the Term Borrower. In connection with any Auction, the Auction Manager and the Administrative Agent may request one or more certificates of an Authorized a Responsible Officer of the Parent and the Term Borrower as to the satisfaction of the conditions set forth in clauses clause (7) above and in Section 11.2(i)(ii). 143 Representation as to MNPI. With respect to all Auctions commenced by the Term Borrower pursuant to this Section 11.2(i), the Parent and the Term Borrower shall represent that, as of the date of commencement of such Auction and the date of the conclusion thereof, the Parent and the Term Borrower are not aware of any information regarding the Parent and the Subsidiaries, their respective assets or the ability of any Loan Party to perform its Obligations, in each case, that (1) would reasonably be expected to be material to a decision by any Term Lender to participate in such Auction or to sell, assign and transfer its Term Loans pursuant thereto and (8) above2) has not been previously disclosed in writing to the Administrative Agent and the Term Lenders (other than, as to any Term Lender, due solely to such Term Lender’s election not to receive any MNPI).

Term Loan Repurchase Auctions. The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class, provided that (1) the Borrower delivers a notice of such Auction to the Auction Manager and the Administrative Agent (for distribution to the Term Lenders of such Class) no later than 1:00 p.m. 12:00 noon (New York City time) at least five Business Days in advance of a proposed commencement date of such Auction (or such shorter period as may be acceptable to the Administrative Agent)Auction, which notice shall specify (x) the dates on which such Auction will commence and conclude, (y) the maximum principal amount of Term Loans Loans, and the Class thereof thereof, that the Borrower desires to repurchase in such Auction and (z) the range of discounts to par at which the Borrower would be willing to repurchase such Term Loans, (2) the maximum dollar amount of such Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (3) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4) such Auction shall be open for participation by all the Term Lenders of such Class on a ratable basis, (5) a Term Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Term Loans of such Class, (6) each repurchase of Term Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto (and shall be allocated among the Term Loans of such Class of such Term Lender in a manner that would result in such Term Lender’s remaining Term Loans of such Class being included in each Term Borrowing of such Class in accordance with its applicable Pro Rata Share thereof), (7) at the time of the commencement and conclusion of such Auction, no Default or Event of Default shall have occurred and be continuing, continuing and (8) the Borrower shall not use the proceeds of any Revolving Loans to make such repurchase and (9) such Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i) and are reasonably acceptable to the Administrative Agent and the Borrower. In connection with any Auction, the Auction Manager and the Administrative Agent may request one or more certificates of an Authorized Officer of the Borrower as to the satisfaction of the conditions set forth in clauses clause (7) above and (8) abovein Section 10.6(i)(B).

Term Loan Repurchase Auctions. The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class, provided that (1) the Borrower delivers a notice of such Auction to the Auction Manager and the Administrative Agent (for distribution to the Term Lenders of such Class) no later than 1:00 p.m. 12:00 noon (New York City time) at least five Business Days in advance of a proposed commencement date of such Auction (or such shorter period as may be acceptable to the Administrative Agent)Auction, which notice shall specify (x) the dates on which such Auction will commence and conclude, (y) the maximum principal amount of Term Loans Loans, and the Class thereof thereof, that the Borrower desires to repurchase in such Auction and (z) the range of discounts to par at which the Borrower would be willing to repurchase such Term Loans, (2) the maximum dollar amount of such Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (3) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4) such Auction shall be open for participation by all the Term Lenders of such Class (other than Affiliated Lenders) on a ratable basis, (5) a Term Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Term Loans of such Class, (6) each repurchase of Term Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto (and shall be allocated among the Term Loans of such Class of such Term Lender in a manner that would result in such Term Lender’s remaining Term Loans of such Class being included in each Term Borrowing of such Class in accordance with its applicable Pro Rata Share thereof), (7) at the time of the commencement and conclusion of such Auction, no Default or Event of Default shall have occurred and be continuing, (8) after giving effect to each repurchase of Term Loans, Lenders that are Affiliated Lenders shall be in compliance with the Borrower shall not use the proceeds of any Revolving Loans to make such repurchase Affiliated Lender Limitation, and (9) such Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i) and are reasonably acceptable to the Administrative Agent and the Borrower. In connection with any Auction, the Auction Manager and the Administrative Agent may request one or more certificates of an Authorized Officer of the Borrower as to the satisfaction of the conditions set forth in clauses clause (7) above and (8) above.in Section 10.6(i)(B). Notwithstanding the foregoing, each Lender that is an Affiliated Lender covenants and agrees that it shall not elect to participate in any Auction and shall not tender for repurchase its Term Loans pursuant to any Auction. [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]]

Term Loan Repurchase Auctions. The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class, provided that (1) the Borrower delivers a notice of such Auction to the Auction Manager and the Administrative Agent (for distribution to the Term Lenders of such Class) no later than 1:00 p.m. 12:00 noon (New York City time) at least five Business Days in advance of a proposed commencement date of such Auction (or such shorter period as may be acceptable to the Administrative Agent)Auction, which notice shall specify (x) the dates on which such Auction will commence and conclude, (y) the maximum principal amount of Term Loans Loans, and the Class thereof thereof, that the Borrower desires to repurchase in such Auction and (z) the range of discounts to par at which the Borrower would be willing to repurchase such Term Loans, (2) the maximum dollar amount of such Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (3) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4) such Auction shall be open for participation by all the Term Lenders of such Class (other than Affiliated Lenders) on a ratable basis, (5) a Term Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Term Loans of such Class, (6) each repurchase of Term Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto (and shall be allocated among the Term Loans of such Class of such Term Lender in a manner that would result in such Term Lender’s remaining Term Loans of such Class being included in each Term Borrowing of such Class in accordance with its applicable Pro Rata Share thereof), (7) at the time of the commencement and conclusion of such Auction, no Default or Event of Default shall have occurred and be continuing, (8) after giving effect to each repurchase of Term Loans, Lenders that are Affiliated Lenders shall be in compliance with the Borrower shall not use the proceeds of any Revolving Loans to make such repurchase Affiliated Lender Limitation, and (9) such Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i) and are reasonably acceptable to the Administrative Agent and the Borrower. In connection with any Auction, the Auction Manager and the Administrative Agent may request one or more certificates of an Authorized Officer of the Borrower as to the satisfaction of the conditions set forth in clauses clause (7) above and (8) abovein Section 10.6(i)(B). Notwithstanding the foregoing, each Lender that is an Affiliated Lender covenants and agrees that it shall not elect to participate in any Auction and shall not tender for repurchase its Term Loans pursuant to any Auction.

Term Loan Repurchase Auctions. The Borrower or any Restricted Subsidiary may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class, provided that (1A) the Borrower or such Restricted Subsidiary delivers a notice of such Auction to the Auction Manager and the Administrative Agent (for distribution to the Term Lenders of such Class) no later than 1:00 12:00 p.m. (New York City time) at least five two Business Days in advance of a proposed commencement date of such Auction (or such shorter period as may be acceptable to the Administrative Agent), which notice shall specify (x) the dates on which such Auction will commence and conclude, (y) the maximum principal amount of Term Loans and the Class thereof that the Borrower or such Restricted Subsidiary desires to repurchase in such Auction and (z) the range of discounts to par at which the Borrower or such Restricted Subsidiary would be willing to repurchase such Term Loans, (2B) the maximum dollar amount of such Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (3C) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4D) such Auction shall be open for participation by all the Term Lenders of such Class on a ratable basis, (5E) a Term Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Term Loans of such Class, (6F) each repurchase of Term Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto (and shall be allocated among the Term Loans of such Class of such Term Lender in a manner that 145 would result in such Term Lender’s remaining Term Loans of such Class being included in each Term Committed Borrowing in accordance with its applicable Pro Rata Share pro rata share thereof), (7G) at the time of the commencement and conclusion of such Auction, no Event of Default shall have occurred and be continuing, (8) the Borrower shall not use the H) no proceeds of any Revolving Loans shall be used to make such repurchase and (9I) such Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i11.06(i) and are reasonably acceptable to the Administrative Agent and the Borrower. In connection with any Auction, the Auction Manager and the Administrative Agent may request one or more certificates of an Authorized a Responsible Officer of the Borrower as to the satisfaction of the conditions set forth in clauses (7G) and (8) H) above.

Term Loan Repurchase Auctions. The Borrower Borrowers may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class, Loans; provided that (1) the each Borrower delivers a notice of such Auction to the Auction Manager and the Term Loan Administrative Agent (for distribution to the Term Lenders of such ClassLenders) no later than 1:00 2:00 p.m. (New York City time) at least five Business Days in advance of a proposed commencement date of such Auction (or such shorter period as may be acceptable to the Administrative Agent)Auction, which notice shall specify (x) the dates on which such Auction will commence and conclude, (y) the maximum principal amount of the Term Loans and the Class thereof that the such Borrower desires to repurchase in such Auction and (z) the range of discounts to par at which the such Borrower would be willing to repurchase such the applicable Term Loans, (2) the maximum dollar amount of such Auction shall be no less than an aggregate $10,000,000 10,000,000.00 or an integral multiple of $1,000,000 1,000,000.00 in excess thereof, (3) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4) such Auction shall be open for participation by all the applicable Term Lenders of such Class on a ratable basis, (5) a an applicable Term Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Loans of such ClassTerm Loans, (6) each repurchase of Term Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto (and shall be allocated among the Term Loans of such Class of such Term Lender in a manner that would result in such Term Lender’s remaining Term Loans of such Class being included in each Term Borrowing in accordance with its applicable Pro Rata Share thereof)thereto, (7) at the time of the commencement and conclusion of such Auction, no Event of Default shall have occurred and be continuing, (8) the Borrower shall not use the proceeds of any Revolving Loans to make such repurchase and (9) such Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i11.2(i) and are reasonably acceptable to the Term Loan Administrative Agent and the BorrowerBorrowers, (9) the Revolving Facility may not be utilized to consummate such repurchase, (10) any cancellation of Indebtedness income arising from such repurchase will not increase the calculation under this Agreement of consolidated EBITDA and (11) all such repurchased Term Loans will be automatically cancelled upon such repurchase. In connection with any Auction, the Auction Manager and the Term Loan Administrative Agent may request one or more certificates of an Authorized a Responsible Officer of the Borrower Parent and the Borrowers as to the satisfaction of the conditions set forth in clauses clause (7) above and (8) abovein Section 11.2(i)(ii).

Term Loan Repurchase Auctions. The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans of any Class, provided that (1A) the Borrower delivers a notice of such Auction to the Auction Manager and the Administrative Term Facility Agent (for distribution to the Term Lenders of such Class) no later than 1:00 p.m. 12:00 noon (New York City time) at least five Business Days in advance of a proposed commencement date of such Auction (or such shorter period as may be acceptable to the Administrative Term Facility Agent), which notice shall specify (x) the dates on which such Auction will commence and conclude, (y) the maximum principal amount of Term Loans and the Class thereof that the Borrower desires to repurchase in such Auction and (z) the range of discounts to par at which the Borrower would be willing to repurchase such Term Loans, (2B) the maximum aggregate dollar amount of such Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (3C) such Auction shall be open for at least two Business Days after the date of the commencement thereof, (4D) such Auction shall be open for participation by all the Term Lenders of such Class on a ratable basis, (5E) a Term Lender of such Class that elects to participate in such Auction will be permitted to tender for repurchase all or a portion of such Term Lender’s Term Loans of such Class, (6F) each repurchase of Term Loans of any Class shall be of a uniform, and not varying, percentage of all rights of the assigning Term Lender hereunder with respect thereto (and shall be allocated among the Term Loans of such Class of such Term Lender in a manner that would result in such Term Lender’s remaining Term Loans of such Class being included in each Term Borrowing in accordance with its applicable Pro Rata Share thereof), (7G) at the time of the commencement and conclusion of such Auction, no Event of Default shall have occurred and be continuing, (8) H) the Borrower shall not use the proceeds of any Revolving Loans to make such repurchase and (9I) such Auction shall be conducted pursuant to such procedures as the Auction Manager may establish, so long as such procedures are consistent with this Section 10.6(i) and are reasonably acceptable to the Administrative Term Facility Agent and the Borrower. In connection with any Auction, the Auction Manager and the Administrative Term Facility Agent may request one or more certificates of an Authorized Officer of the Borrower as to the satisfaction of the conditions set forth in clauses (7G) and (8) H) above.