Common use of Refinancing Option Clause in Contracts

Refinancing Option. From and after and during the continuance of a Specified Default Triggering Event, the Initial Investor may, at its sole option and in its sole discretion, provide the Company or its subsidiaries with, and the Company and its subsidiaries shall accept, debt financing in an amount equal to the full amount then necessary to repay and retire, in full, all indebtedness and other obligations under the Credit Agreement, which new debt financing shall be on such terms and conditions (including interest rates, date of maturity and collateral and security) identical (other than the identity of the lenders party thereto and other similar conforming changes, but subject to the proviso set forth below in the last sentence of this Section 5.9) to the terms and conditions in the Credit Agreement, and in any event not less favorable to the Initial Investor than such terms and conditions are to the lenders under the Credit Agreement, and shall be used solely to refinance the indebtedness outstanding under the Credit Agreement. The Company acknowledges and agrees that, upon the exercise of the foregoing right by the Initial Investor, it will, and will cause its subsidiaries to, enter in such documents, instruments or agreements as are necessary to give effect to the foregoing. The Company, on behalf of itself and its subsidiaries, and the Initial Investor acknowledge and agree that, at the time of providing such new debt financing, a default or event of default may exist under the definitive documentation therefor (including with respect to any default or event of default under the Credit Agreement at such time), which would afford the Initial Investor the rights and remedies provided therein, including the right to accelerate such new debt financing and exercise any rights or remedies (including rights and remedies relating to any collateral or security provided in connection therewith); provided, however, that notwithstanding any term or provision in the Credit Agreement or such definitive documentation relating to such new debt financing, the Initial Investor shall not be permitted to accelerate such new debt financing or exercise such rights or remedies (including rights and remedies relating to any collateral or security provided in connection therewith) with respect to any such default or event of default in existence at the time such new debt financing is provided and included on a list of existing defaults and events of defaults delivered by the Company to the Initial Investor at such time (but for the avoidance of doubt, shall be permitted to accelerate such debt and/or exercise such rights and remedies with respect to any other default or event of default) during the 30 day period immediately following the provision of such new debt financing as long as no Default Triggering Event (as defined in the Company’s Certificate of Incorporation) exists with respect to any other indebtedness and the holders of such other indebtedness are not otherwise then exercising any rights and remedies with respect to such indebtedness.