Common use of Borrower Repurchases Clause in Contracts

Borrower Repurchases. So long as no Default or Event of Default has occurred and is continuing, the Borrower may from time to time purchase, in accordance with this Section 2.15, Tranche B-1 Term Loans or Tranche B-2 Term Loans from one or more Lenders on a non-pro rata basis pursuant to a Dutch auction (open to all Lenders), on terms to be agreed between the Borrower and the Lenders participating in such Dutch auction; provided that (i) the procedures with respect to any such Dutch auction shall be approved by the Administrative Agent, (ii) any principal and accrued interest and unpaid interest on the Tranche B-1 Term Loans or Tranche B-2 Term Loans purchased by the Borrower shall be cancelled and such Tranche B-1 Term Loans or Tranche B-2 Term Loans shall no longer be outstanding for all purposes of this Agreement and the other Loan Documents, (iii) no proceeds of the Revolving Credit Facility shall be used to consummate such purchase and (iv) both immediately before and after giving effect to such purchase, the Borrower shall have unrestricted cash and Cash Equivalents (excluding any outstanding Revolving Credit Loans and Swing Line Loans) of not less than $75,000,000. By initiating a Dutch auction and repurchasing Loans pursuant to this Section 2.15, the Borrower shall be deemed to represent as of the date of such notice and purchase that the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Tranche B-1 Term Lender or Tranche B-2 Term Lender to participate in such Dutch auction or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the Administrative Agent and the Lenders.

Borrower Repurchases. So long as no Default or Event of Default has occurred and is continuing, the Borrower (or an Affiliate of the Borrower) may from time to time purchase, in accordance with this Section 2.153.13, Tranche B-1 Term Loans or Tranche B-2 Incremental Term Loans from one or more Lenders on a non-pro rata basis pursuant to a Dutch auction or other similar process (open to all LendersLenders on a pro rata basis), on terms to be agreed between the Borrower (or such Affiliate) and the Lenders participating agreeing to sell their Incremental Term Loans in such Dutch auctionauction or other similar process; provided that (i) the procedures with respect to any such Dutch auction or other similar process shall be approved by the Administrative AgentAgent (such approval not to be unreasonably withheld), (ii) any the principal and accrued interest and unpaid interest on the Tranche B-1 Term Loans or Tranche B-2 amount of Incremental Term Loans purchased by the Borrower (or such Affiliate) shall be cancelled and such Tranche B-1 Term Loans or Tranche B-2 Incremental Term Loans shall no longer be outstanding for all purposes of this Agreement and the other Loan Documents, Documents and (iii) no proceeds of the Revolving Credit Facility shall be used to consummate such purchase and (iv) both immediately before and after giving effect to such purchase, the Borrower shall have unrestricted cash and Cash Equivalents (excluding any outstanding Revolving Credit Loans and Swing Line Loans) of not less than $75,000,000. By initiating a Dutch auction or other similar process and repurchasing Incremental Term Loans pursuant to this Section 2.153.13, the Borrower shall be deemed to represent as of the date of such notice and purchase that the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Tranche B-1 Term Lender or Tranche B-2 Term Lender to participate in such Dutch auction or other similar process or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the Administrative Agent and the Lenders.

Borrower Repurchases. So long as no Default or Event of Default has occurred and is continuing, the Borrower may from time to time purchase, in accordance with this Section 2.15, Tranche B-1 Term Loans or Tranche B-2 Term Loans from one or more Lenders on a non-pro rata basis pursuant to a Dutch auction (open to all Lenders), on terms to be agreed between the Borrower and the Lenders participating in such Dutch auction; provided that (i) the procedures with respect to any such Dutch auction shall be approved by the Administrative Agent, (ii) any principal and accrued interest and unpaid interest on the Tranche B-1 Term Loans or Tranche B-2 Term Loans purchased by the Borrower shall be cancelled and such Tranche B-1 Term Loans or Tranche B-2 Term Loans shall no longer be outstanding for all purposes of this Agreement and the other Loan Documents, (iii) no proceeds of the Revolving Credit Facility shall be used to consummate such purchase and (iv) both immediately before and after giving effect to such purchase, the Borrower shall have unrestricted cash and Cash Equivalents (excluding any outstanding Revolving Credit Loans and Swing Line Loans) of not less than $75,000,000. By initiating a Dutch auction and repurchasing Loans pursuant to this Section 2.15, the Borrower shall be deemed to represent as of the date of such notice and purchase that the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Tranche B-1 Term Lender or Tranche B-2 Term Lender to participate in such Dutch auction or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the Administrative Agent and the Lenders.

Borrower Repurchases. So long as no Default or Event of Default has occurred and is continuing, the Borrower (or an Affiliate of the Borrower) may from time to time purchase, in accordance 44 with this Section 2.153.13, Tranche B-1 Term Loans or Tranche B-2 Incremental Term Loans from one or more Lenders on a non-pro rata basis pursuant to a Dutch auction or other similar process (open to all LendersLenders on a pro rata basis), on terms to be agreed between the Borrower (or such Affiliate) and the Lenders participating agreeing to sell their Incremental Term Loans in such Dutch auctionauction or other similar process; provided that (i) the procedures with respect to any such Dutch auction or other similar process shall be approved by the Administrative AgentAgent (such approval not to be unreasonably withheld), (ii) any the principal and accrued interest and unpaid interest on the Tranche B-1 Term Loans or Tranche B-2 amount of Incremental Term Loans purchased by the Borrower (or such Affiliate) shall be cancelled and such Tranche B-1 Term Loans or Tranche B-2 Incremental Term Loans shall no longer be outstanding for all purposes of this Agreement and the other Loan Documents, Documents and (iii) no proceeds of the Revolving Credit Facility shall be used to consummate such purchase and (iv) both immediately before and after giving effect to such purchase, the Borrower shall have unrestricted cash and Cash Equivalents (excluding any outstanding Revolving Credit Loans and Swing Line Loans) of not less than $75,000,000. By initiating a Dutch auction or other similar process and repurchasing Incremental Term Loans pursuant to this Section 2.153.13, the Borrower shall be deemed to represent as of the date of such notice and purchase that the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Tranche B-1 Term Lender or Tranche B-2 Term Lender to participate in such Dutch auction or other similar process or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the Administrative Agent and the Lenders.. 

Borrower Repurchases. So long as no Default or Event of Default has occurred and is continuing, the Borrower may from time to time purchase, in accordance with this Section 2.15, Tranche B-1 A Term Loans or Tranche B-2 B Term Loans from one or more Lenders on a non-pro rata basis pursuant to a Dutch auction (open to all Lenders), on terms to be agreed between the Borrower and the Lenders participating in such Dutch auction; provided that (i) the procedures with respect to any such Dutch auction shall be approved by the Administrative Agent, (ii) any principal and accrued interest and unpaid interest on the Tranche B-1 A Term Loans or Tranche B-2 B Term Loans purchased by the Borrower shall be cancelled and such Tranche B-1 A Term Loans or Tranche B-2 B Term Loans shall no longer be outstanding for all purposes of this Agreement and the other Loan Documents, (iii) no proceeds of the Revolving Credit Facility shall be used to consummate such purchase and (iv) both immediately before and after giving effect to such purchase, the Borrower shall have unrestricted cash and Cash Equivalents (excluding any outstanding Revolving Credit Loans and Swing Line Loans) of not less than $75,000,000. By initiating a Dutch auction and repurchasing Loans pursuant to this Section 2.15, the Borrower shall be deemed to represent as of the date of such notice and purchase that the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Tranche B-1 A Term Lender or Tranche B-2 B Term Lender to participate in such Dutch auction or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the Administrative Agent and the Lenders.

Borrower Repurchases. So long as no Default or Event of Default has occurred and is continuing, the Borrower may from time to time purchase, in accordance with this Section 2.15, Tranche B-1 Term Loans or Tranche B-2 A Term Loans from one or more Lenders on a non-pro rata basis pursuant to a Dutch auction (open to all Lenders), on terms to be agreed between the Borrower and the Lenders participating in such Dutch auction; provided that (i) the procedures with respect to any such Dutch auction shall be approved by the Administrative Agent, (ii) any principal and accrued interest and unpaid interest on the Tranche B-1 Term Loans or Tranche B-2 A Term Loans purchased by the Borrower shall be cancelled and such Tranche B-1 Term Loans or Tranche B-2 A Term Loans shall no longer be outstanding for all purposes of this Agreement and the other Loan Documents, (iii) no proceeds of the 509265-1512-15059-Active.17708695.1 58 Revolving Credit Facility shall be used to consummate such purchase and (iv) both immediately before and after giving effect to such purchase, the Borrower shall have unrestricted cash and Cash Equivalents (excluding any outstanding Revolving Credit Loans and Swing Line Loans) of not less than $75,000,000. By initiating a Dutch auction and repurchasing Loans pursuant to this Section 2.15, the Borrower shall be deemed to represent as of the date of such notice and purchase that the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Tranche B-1 Term Lender or Tranche B-2 A Term Lender to participate in such Dutch auction or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the Administrative Agent and the Lenders.

Borrower Repurchases. So (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, the Borrower may, at any time and from time to time after the occurrence of the Initial Borrowing Date, (x) purchase Term Loans through open market purchases and/or (y) conduct reverse Dutch auctions in order to purchase Term Loans (each reverse Dutch auction, an “Auction” and each such Auction to be managed exclusively by an investment bank of recognized standing selected by the Borrower following consultation with the Administrative Agent, such investment bank in such capacity, the “Auction Manager”), in either case so long as the following conditions are satisfied (to the extent applicable): (i) each Auction and each open market purchase shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.17 and Schedule XII, as applicable; (ii) no Default or Event of Default has shall have occurred and is continuing, be continuing on the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Auction or any open market purchase; (iii) the minimum principal amount (calculated on the face amount thereof) of all Term Loans that the Borrower may from time offers to time purchase, purchase in accordance with this Section 2.15, Tranche B-1 Term Loans or Tranche B-2 Term Loans from one or more Lenders on a non-pro rata basis pursuant to a Dutch auction (open to all Lenders), on terms to be agreed between the Borrower and the Lenders participating in such Dutch auction; provided that (i) the procedures with respect to any such Dutch auction Auction shall be approved no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (iv) the Minimum Liquidity Condition has been satisfied at such time and immediately after giving effect to the purchase of Term Loans pursuant to such Auction or open market purchase; (v) the Borrower shall be in compliance, on a Pro Forma Basis, with the financial covenant in Section 10.07 (iiwhether or not such covenant is applicable at such time in accordance with its terms) any for the Calculation Period most recently ended on or prior to the date of the respective purchase of Term Loans pursuant to such Auction or open market purchase; (vi) the aggregate principal and accrued interest and unpaid interest amount (calculated on the Tranche B-1 face amount thereof) of all Term Loans or Tranche B-2 Term Loans so purchased by the Borrower in such Auction or open market purchase shall automatically be cancelled and such retired by the Borrower on the settlement date of the relevant purchase (and may not be resold); (vii) no more than one Auction may be ongoing at any one time; (viii) no more than three Auctions may be effected in any twelve month period unless otherwise agreed by the Administrative Agent; (ix) each Auction shall be open and offered to all Lenders of the relevant Tranche B-1 of Term Loans or Tranche B-2 on a pro rata basis; (x) the Borrower represents and warrants that, as of the date of the delivery of each Auction Notice and at the time of purchase of any Term Loans in connection with any Auction or open market purchase, no Credit Party shall no longer be outstanding for all purposes of this Agreement have any MNPI that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other Loan Documents, (iiithan because such Lender does not wish to receive such MNPI) no proceeds of the Revolving Credit Facility shall be used prior to consummate such purchase time and (ivB) both immediately before and after giving could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to such participate in the Auction or sell Term Loans to the Borrower pursuant to an open market purchase; (xi) at the time of each purchase of Term Loans through an Auction or an open market purchase, the Borrower shall have unrestricted cash delivered to the Auction Manager (in the case of an Auction), the Administrative Agent and Cash Equivalents each applicable selling Lender (excluding any outstanding Revolving Credit Loans in the case of an open market purchase) an officer’s certificate of an Authorized Officer of the Borrower certifying as to compliance with preceding clauses (ii), (iv), (v) and Swing Line Loans(x) (and containing the calculations (in reasonable detail) required by preceding clauses (iv) and (v)); and (xii) no purchase of not less than $75,000,000. By initiating a Dutch auction and repurchasing Term Loans pursuant to this Section 2.152.17 shall be made with proceeds received from the incurrence of Revolving Loans or Swingline Loans. (b) The Borrower must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the respective Auction. If the Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement the Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the purchase of Term Loans pursuant to such Auction shall be satisfied, then the Borrower shall be deemed have no liability to represent as any Lender for any termination of the respective Auction as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the respective Auction, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by the Borrower pursuant to this Section 2.17, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such notice purchase and purchase that (y) such purchases (and the payments made by the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Tranche B-1 Term Lender or Tranche B-2 Term Lender to participate in such Dutch auction or participate in any and the cancellation of the transactions contemplated therebypurchased Term Loans, that has in each case in connection therewith) shall not previously been disclosed constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.01, 5.02 or 13.06 (although the par principal amount of Term Loans of the respective Tranche so purchased pursuant to this Section 2.17 shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Tranche of Term Loans of the applicable Lenders being repaid on a pro rata basis). (c) The Administrative Agent and the LendersLenders hereby consent to the Auctions, open market purchases and the other transactions contemplated by this Section 2.17 (provided that no Lender shall have an obligation to participate in any such Auctions or open market purchases) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02 and 13.06 (it being understood and acknowledged that purchases of the Term Loans by the Borrower contemplated by this Section 2.17 shall not constitute Investments by the Borrower)) or any other Credit Document that may otherwise prohibit any Auction, open market purchase or any other transaction contemplated by this Section 2.17. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Section 12 and Section 13.01 mutatis mutandis as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Auction.

Borrower Repurchases. So long as no Default or Event of Default has occurred and is continuing, the Borrower (or an Affiliate of the Borrower) may from time to time purchase, in accordance with this Section 2.153.13, Tranche B-1 Term Loans or Tranche B-2 Term Loans from one or more Lenders on a non-pro rata basis pursuant to a Dutch auction or other similar process (open to all LendersLenders on a pro rata basis), on terms to be agreed between the Borrower (or such Affiliate) and the Lenders participating agreeing to sell their Term Loans in such Dutch auctionauction or other similar process; provided that (i) the procedures with respect to any such Dutch auction or other similar process shall be approved by the Administrative AgentAgent (such approval not to be unreasonably withheld), (ii) any the principal and accrued interest and unpaid interest on the Tranche B-1 Term Loans or Tranche B-2 amount of Term Loans purchased by the Borrower (or such Affiliate) shall be cancelled and such Tranche B-1 Term Loans or Tranche B-2 Term Loans shall no longer be outstanding for all purposes of this Agreement and the other Loan Documents, Documents and (iii) no proceeds of the Revolving Credit Facility shall be used to consummate such purchase and (iv) both immediately before and after giving effect to such purchase, the Borrower shall have unrestricted cash and Cash Equivalents (excluding any outstanding Revolving Credit Loans and Swing Line Loans) of not less than $75,000,000. By initiating a Dutch auction or other similar process and repurchasing Term Loans pursuant to this Section 2.153.13, the Borrower shall be deemed to represent as of the date of such notice and purchase that the Borrower is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Tranche B-1 Term Lender or Tranche B-2 Term Lender to participate in such Dutch auction or other similar process or participate in any of the transactions contemplated thereby, that has not previously been disclosed to the Administrative Agent and the Lenders.