THE BUYOUT. (a) The Term Lender may (but shall not be obligated to) cause the assignment to the Term Lender or the Term Lender's designee, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under, or in respect of the Revolving Credit Obligations upon five (5) Business Days prior written notice given at any time either of the following conditions is satisfied:
(i) The Term Lender has the right, under Section , to give an Acceleration Notice.
(ii) The Administrative Agent has declined to implement or adjust any Availability Reserve or Inventory Reserve requested by the Term Lender, which request by the Term Lender is with a view towards maintaining and preserving the Lenders' security and other collateral interests with respect to the potential impairment of valuation or priority.
(b) Such assignments shall be effected on the Business Day next following the expiry of such five (5) Business Days by the execution, by the Revolving Credit Lenders, of an Assignment and Assumption (in the form of EXHIBIT , annexed hereto) in exchange for the payment, in immediately available funds, of the amount of Revolving Credit Obligations (other than the Revolving Credit Early Termination Fee) as of the date on which such assignment is made.
(c) In the event that, following the consummation of a BuyOut, the Term Lender actually receives any Revolving Credit Early Termination Fee which had been provided for in the Loan Agreement (which receipt, if in connection with a Liquidation, shall be determined on a last dollar out basis), then the Term Lender shall pay over such Revolving Credit Early Termination Fee to the Administrative Agent for distribution to those Persons who were Revolving Credit Lenders immediately prior to such BuyOut, it being understood that the Term Lender, in its sole discretion, may waive the entitlement to, or the amount of, such fee; shall not be under any obligation to prosecute the recovery of such fee; and may condition its payment over to the Administrative Agent on the Administrative Agent's providing of such indemnification as is reasonably mutual satisfactory of the Administrative Agent and the Term Lender. 2: ARTICLE - ASSIGNMENTS BY LENDERS:
THE BUYOUT. (a) The Tranche B Lender may (but shall not be obligated to) cause the assignment to the Tranche B Lender, or its designee, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under, or in respect of the Revolving Credit Obligations upon five (5) Business Days prior written notice given at any time that the Tranche B Lender has the right, under Section 14.1, to give an Acceleration Notice.
(b) Such assignments shall be effected on the Business Day next following the expiry of such five (5) Business Days by the execution, by the Revolving Credit Lenders, of an Assignment and Assumption (in the form of EXHIBIT 17.1, annexed hereto) in exchange for the payment, in immediately available funds, of the amount of Revolving Credit Obligations (including the Revolving Credit Early Termination Fee as if the same were then due and payable), providing that if the Revolving Credit Early Termination Fee is not collected on such date by the Tranche B Lender, then the Tranche B Lender shall use its best efforts to collect such Revolving Credit Early Termination Fee and upon collection thereof shall cause it to be paid in the order of priority set forth in 14.8. The Tranche B Lender’s buy out right under this Section 16.12 may only be exercised completely with respect to the entire Revolving Credit.
THE BUYOUT. (a) Upon the terms and subject to the conditions set forth in this Agreement, immediately following the consummation of the Offer, the General Partner shall assign and transfer to Purchaser the Buyout Right, in its entirety, in accordance with Section 15.1(a) of the Partnership Agreement, effective as of the Acceptance Time (the “Buyout Assignment”).
(b) Upon the terms and subject to the conditions set forth in this Agreement, on the date immediately following the date on which the Acceptance Time occurs or, in the event that the Formula Price calculated as of such date (as if such date were the Reference Date) exceeds the Offer Price, on the first date on which the Formula Price calculated as of such later date no longer exceeds the Offer Price, Purchaser shall:
(i) deliver to Computershare Trust Company, N.A. (the “Transfer Agent”) a written notice of Purchaser’s election to exercise the Buyout Right to purchase (the “Notice of Election to Purchase”) all of the remaining Units not tendered pursuant to the Offer that are held by Persons other than the General Partner and its Affiliates, at a price per Unit equal to the Offer Price (the “Buyout Price”), net to the seller in cash, without interest thereon, in accordance with Section 15.1(a) of the Partnership Agreement, which Notice of Election to Purchase shall (A) specify (1) the Purchase Date for the purchase of all of the remaining Units not tendered pursuant to the Offer, as determined by Purchaser pursuant to Section 15.1(b) of the Partnership Agreement, which shall be the date that is ten (10) calendar days following the Reference Date (the “Closing Date”), and (2) the Buyout Price at which such Units will be purchased by Purchaser, and (B) state that Purchaser elects to purchase such Units, upon surrender of Certificates representing such Units, in the case of Units evidenced by Certificates, or instructions agreeing to such redemption in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by the NYSE;
(ii) cause the Transfer Agent to mail a copy of the Notice of Election to Purchase, together with such other information as may be required by applicable Law, to the Record Holders of the Units as of the Buyout Record Date at their respective addresses, as reflected in the Partnership Register; and
(iii) cause the Notice of Election to Purchase to be filed and distributed as required by the rules and regulations of the SEC or t...
THE BUYOUT. (a) The Term Lender may (but shall not be obligated to) cause the assignment to the Term Lender or the Term Lender's designee, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under, or in respect of the Revolving Credit Obligations upon five (5) Business Days prior written notice given to the Administrative Agent and the Lead Borrower at any time either of the following conditions is satisfied: (i) The Term Lender has the right, under Section 14:14-1(c), to give an Acceleration Notice.
