Common use of Dutch Auctions Clause in Contracts

Dutch Auctions. Subject to the terms and conditions set forth herein, any Affiliated Lender may conduct one or more modified Dutch auctions (each, an “Auction”) to purchase all or any portion of the Term Loans of one or more Lenders (such Term Loans, the “Offer Loans”), provided, that, with respect to any purchase of a Term Loan by an Affiliated Lender pursuant to an Auction, (A) the Purchasing Conditions shall be satisfied prior to or simultaneously with each such purchase to the Administrative Agent’s satisfaction, (B) no more than two (2) such Auctions may be held during the term of this Agreement, (C) such purchase, and all such other rights of such Affiliated Lender, shall be subject to the terms of Section 11.06(g)(iii), (D) such Affiliated Lender delivers a notice of the Term Loans that will be subject to such Auction to the Administrative Agent (for distribution to the Lenders) no later than 12:00 noon (New York City time) at least five Business Days in advance of a proposed consummation date of such Auction indicating (1) the date on which the Auction will conclude, (2) the maximum principal amount of Term Loans such Affiliated Lender is willing to purchase in the Auction and (3) the range of discounts to par at which such Affiliated Lender would be willing to purchase the Offer Loans; (E) the maximum dollar amount of the Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (F) such Affiliated Lender shall hold the Auction open for a minimum period of three (3) Business Days; (G) a Lender who elects to participate in the Auction may choose to tender all or part of such Lender’s Offer Loans; (H) the Auction shall be made to Lenders holding the Offer Loans on a pro rata basis in accordance with their pro rata shares; (I) the Auction shall be conducted pursuant to such procedures as the Administrative Agent may establish which are consistent with this Section 11.06(g)(ii) and are reasonably acceptable to such Affiliated Lender and the Administrative Agent; and (J) in the case of any Auction conducted by Holdings, the Borrower or any of its Subsidiaries, the purchase consideration for such assignment shall in no event be funded directly with the proceeds of Revolving Credit Loans (whether by any Restricted Payment or otherwise) or Swing line Loans;

Dutch Auctions. Subject Notwithstanding anything to the terms and conditions set forth contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to an Affiliated Lender may conduct one on a non-pro rata basis through Dutch auctions, or more modified Dutch auctions similar transactions pursuant to procedures to be established by the applicable “auction agent”, in each case open to all Lenders holding the relevant Term Loans on a pro rata basis, in each case without the consent of the Administrative Agent; provided that: (each, an “Auction”i) to purchase all any Term Loans acquired by the Borrower or any portion of its Subsidiaries shall, to the extent permitted by applicable Requirements of Law, be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Term Loans of one or more Lenders (such Term Loans, the “Offer Loans”), provided, that, with respect to any purchase of a Term Loan by an Affiliated Lender pursuant to an Auction, (A) the Purchasing Conditions shall be satisfied prior to or simultaneously with each such purchase to deemed reduced by the Administrative Agent’s satisfaction, (B) no more than two (2) such Auctions may be held during full par value of the term of this Agreement, (C) such purchase, and all such other rights of such Affiliated Lender, shall be subject to the terms of Section 11.06(g)(iii), (D) such Affiliated Lender delivers a notice aggregate principal amount of the Term Loans that will be subject to such Auction so retired and cancelled, and each principal repayment installment with respect to the Administrative Agent (for distribution Term Loans pursuant to Section 2.1(b) shall be reduced on a pro rata basis by the Lenders) no later than 12:00 noon (New York City time) at least five Business Days in advance full par value of a proposed consummation date of such Auction indicating (1) the date on which the Auction will conclude, (2) the maximum aggregate principal amount of Term Loans such Affiliated Lender is willing to purchase in the Auction and so cancelled; (3ii) the range of discounts to par at which such Affiliated Lender would be willing to purchase the Offer Loans; (E) the maximum dollar amount of the Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (F) such Affiliated Lender shall hold the Auction open for a minimum period of three (3) Business Days; (G) a Lender who elects to participate in the Auction may choose to tender all or part of such Lender’s Offer Loans; (H) the Auction shall be made to Lenders holding the Offer Loans on a pro rata basis in accordance with their pro rata shares; (I) the Auction shall be conducted pursuant to such procedures as the Administrative Agent may establish which are consistent with this Section 11.06(g)(ii) and are reasonably acceptable to such relevant Affiliated Lender and the Administrative Agentassigning Lender shall have executed an Affiliated Lender Assignment and Assumption; and (Jiii) in the case of connection with any Auction assignment effected pursuant to a Dutch auction conducted by Holdings, the Borrower or any of its Subsidiaries, (A) the purchase consideration for such assignment shall in no event be funded directly with relevant Person may not use the proceeds of any Revolving Credit Loans to fund such assignment and (whether by any Restricted Payment or otherwiseB) or Swing line Loans;no Event of Default exists at the time of acceptance of bids for the Dutch auction; and

Dutch Auctions. Subject Notwithstanding anything to the terms contrary contained in this Section 13.03 or any other provision of this Agreement, so long as no Unmatured Default or Default has occurred and conditions set forth hereinis continuing or would result therefrom, each Term Lender shall have the right at any Affiliated Lender may conduct time to sell, assign or transfer all or a portion of the Term Loans owing to it to the Borrower on a non-pro rata basis, subject to the following limitations: (i) Such sale, assignment or transfer shall be pursuant to one or more modified Dutch auctions conducted by the Borrower (each, an “Auction”) to purchase repurchase all or any portion of the Term Loans of one or more Lenders Loans; provided that (such Term Loans, the “Offer Loans”), provided, that, with respect to any purchase of a Term Loan by an Affiliated Lender pursuant to an Auction, (Ax) the Purchasing Conditions shall be satisfied prior to or simultaneously with each such purchase to the Administrative Agent’s satisfaction, (B) no more than two (2) such Auctions may be held during the term of this Agreement, (C) such purchase, and all such other rights of such Affiliated Lender, shall be subject to the terms of Section 11.06(g)(iii), (D) such Affiliated Lender delivers a notice of and the Term Loans that will be subject to such Auction to the Administrative Agent (for distribution to the Lenders) no later than 12:00 noon (New York City time) at least five Business Days in advance of a proposed consummation date of such Auction indicating (1) the date on which the Auction will conclude, (2) the maximum principal amount of Term Loans such Affiliated Lender is willing to purchase in the Auction and (3) the range of discounts to par at which such Affiliated Lender would be willing to purchase the Offer Loans; (E) the maximum dollar amount of the Auction shall be no less than an aggregate $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (F) such Affiliated Lender shall hold the Auction open for a minimum period of three (3) Business Days; (G) a Lender who elects option to participate in the Auction may choose to tender all or part of such Lender’s Offer Loans; (H) the Auction shall be made provided to all Term Lenders holding the Offer Loans on a pro rata basis in accordance with their pro rata shares; and (Iy) the Auction shall be conducted pursuant to such procedures as the Administrative Agent Auction Manager may establish establish, which are consistent with this Section 11.06(g)(ii13.03(g) and the Auction Procedures and are otherwise reasonably acceptable to such Affiliated Lender the Borrower, the Auction Manager and the Administrative Agent; and (Jii) in the case of any Auction conducted With respect to all repurchases made by Holdings, the Borrower or any of its Subsidiaries pursuant to this Section 13.03(g), (x) the Borrower shall deliver to the Auction Manager an officer’s certificate stating that, as of the launch date of the related Auction and the effective date of any such repurchase, it is not in possession of any information regarding the Borrower or its Subsidiaries, or their assets, the purchase consideration for Loan Parties’ ability to perform the Obligations or any other matter regarding the Borrower or its Subsidiaries that may be material to a decision by any Term Lender to participate in any Auction or repurchase any such assignment Term Loans that has not previously been disclosed to the Auction Manager, the Administrative Agent and the nonpublic Lenders, (y) the Borrower shall in no event be funded directly with not use the proceeds of any borrowings under the Revolving Credit Facility to repurchase such Term Loans and (whether z) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager an Assignment and Assumption with respect to such repurchase; and (iii) Immediately following a repurchase by the Borrower or its Subsidiaries pursuant to this Section 13.03(g), the Term Loans so repurchased shall, without further action by any Restricted Payment Person, be deemed automatically canceled and no longer outstanding (and may not be resold by the Borrower or otherwisesuch Subsidiary) or Swing line Loans;for all purposes of this Agreement and all