Common use of Option to Purchase First Lien Obligations Clause in Contracts

Option to Purchase First Lien Obligations. (i) Without prejudice to the enforcement of remedies by the First Lien Security Agent and the First Lien Secured Parties, if any Additional Second Lien Obligations have been issued, the Second Lien Secured Parties (in each case who must meet all eligibility standards contained in all relevant First Lien Documents) (an “Eligible First Lien Purchaser”) shall have the right to purchase (the “First Lien Purchase Option”) on a pro rata basis by way of assignment (and shall thereby also assume all commitments and duties of the then extant First Lien Secured Parties under the First Lien Documents (other than in respect of services giving rise to First Lien Bank Product Obligations and First Lien Secured Hedging Obligations)), at any time during the exercise period described in clause (iii) below of this Section 3.4(l), all, but not less than all, of the First Lien Obligations (inclusive of the First Lien Priority Obligations and the Excess First Lien Obligations) (other than the First Lien Obligations of a Defaulting First Lien Secured Party), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all First Lien Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(l), all commitments pursuant to any then outstanding First Lien Credit Agreement shall have terminated and all First Lien Secured Hedging Agreements also shall have been terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(l)(i) shall be made as follows:

Option to Purchase First Lien Obligations. (i) Without prejudice to the enforcement of remedies by the First Lien Security Agent Agents and the First Lien Secured Parties, if any Additional Second Lien Obligations have been issued, the Second Lien Secured Parties (in each case who must meet all eligibility standards contained in all relevant First Lien Documents) (each, an “Eligible First Lien Purchaser”) shall have the right to purchase (the “First Lien Purchase Option”) on a pro rata basis by way of assignment (and shall thereby also assume all commitments and duties of the then extant First Lien Secured Parties under the First Lien Documents (other than in respect of services giving rise to First Lien Bank Product Obligations and First Lien Secured Hedging Obligations)), at any time during the exercise period described in clause (iii) below of this Section 3.4(l3.3(i), all, but not less than all, of the First Lien Obligations (inclusive of the First Lien Priority Obligations and the Excess First Lien Obligations) (other than the First Lien Obligations of a Defaulting First Lien Secured Party), including all principal of and accrued and unpaid interest interest, expenses, and fees on and all prepayment or acceleration penalties and premiums in respect of all First Lien Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(l3.3(i), all commitments pursuant to any then outstanding First Lien Credit Agreement shall have terminated and all First Lien Bank Product Agreements and First Lien Secured Hedging Agreements also shall have been terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(l)(i3.3(i) shall be made as follows:

Option to Purchase First Lien Obligations. (ia) Without prejudice to Upon the enforcement of remedies delivery by the First Lien Security Collateral Agent to the Second Lien Collateral Agent of written notice in accordance with this Section 8.19(a) (a “Trigger Notice”) of the First Lien Collateral Agent and the First Lien Secured Parties, if any Additional Second Lenders (x) accelerating the First Lien Obligations have been issuedor (y) their intent to commence any foreclosure or other action to sell or otherwise realize upon all or substantially all of the Collateral, the Second Lien Secured Parties (in each case who must meet Collateral Agent or any or all eligibility standards contained in all relevant First of the Second Lien Documents) (an “Eligible First Lien Purchaser”) Lenders, as a single group, shall have an option, exercised by delivery of written notice by the right Second Lien Collateral Agent to purchase (the “First Lien Purchase Option”) on a pro rata basis by way of assignment (and shall thereby also assume all commitments and duties of the then extant First Lien Secured Parties under the First Lien Documents Collateral Agent (other than in respect of services giving rise a “Purchase Notice”) given by a same-day facsimile or personal delivery, to First Lien Bank Product Obligations and First Lien Secured Hedging Obligations)), at any time during the exercise period described in clause purchase all (iii) below of this Section 3.4(l), all, but not less than all, ) of the First Lien Obligations (inclusive of at the “Purchase Price” referred to in Section 8.19(d) below) from the First Lien Priority Obligations Collateral Agent and the Excess First Lien Lenders. The Purchase Notice shall specify which Second Lien Lenders (the “Purchasing Second Lien Lenders”) will purchase the First Lien Obligations) (other than the First Lien Obligations of a Defaulting First Lien Secured Party), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all First Lien Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(l), all commitments pursuant to any then outstanding First Lien Credit Agreement shall have terminated and all First Lien Secured Hedging Agreements also shall have been terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(l)(i) The Purchase Notice shall be made as follows:irrevocable. If the Second Lien Collateral Agent does not deliver such Purchase Notice within ten (10) Business Days of the delivery of the Trigger Notice, the purchase right of the Second Lien Collateral Agent and the other Second Lien Lenders hereunder with respect to such Trigger Notice shall expire and be of no force and effect.

Option to Purchase First Lien Obligations. (i) Without prejudice to the enforcement of remedies by the First First-Lien Security Agent and the First First-Lien Secured Parties, if any Additional Second Lien Obligations have been issued, the Second Lien Secured Parties Person or Persons (in each case who must meet all eligibility standards contained in all relevant First First-Lien Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the ABL Obligations under the ABL Credit Agreement (an “Eligible First Lien ABL Purchaser”) shall have the right to purchase (the “First Lien Purchase Option”) on a pro rata basis by way of assignment (and shall thereby also assume all commitments and duties of the then extant First First-Lien Secured Parties under the First Lien Documents (other than in respect of services giving rise to First Lien Bank Product Obligations and First Lien Secured Hedging Obligations)Parties), at any time during the exercise period described in clause (iii) below of this Section 3.4(l5.3(a), all, but not less than all, of the First First-Lien Obligations (inclusive of the First other than Excess First-Lien Priority Obligations (unless such Eligible ABL Purchaser so elects in its sole discretion) and the Excess First Lien Obligations) (other than the First First-Lien Obligations of a Defaulting First First-Lien Secured Party), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all First such First-Lien Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(l5.3(a), all commitments pursuant to any then outstanding First First-Lien Credit Agreement shall have terminated and all First First-Lien Secured Hedging Agreements also shall have been terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(l)(i5.3(a)(i) shall be made as follows:

Option to Purchase First Lien Obligations. (ia) Without prejudice to Upon the enforcement of remedies delivery by the First Lien Security Collateral Agent to the Second Lien Collateral Agent of written notice in accordance with this Section 8.19(a) (a “Trigger Notice”) of the First Lien Collateral Agent and the First Lien Secured Parties, if any Additional Second Lenders (x) accelerating the First Lien Obligations have been issuedor (y) their intent to commence any foreclosure or other action to sell or otherwise realize upon all or substantially all of the Collateral, the Second Lien Secured Parties (in each case who must meet Collateral Agent or any or all eligibility standards contained in all relevant First of the Second Lien Documents) (an “Eligible First Lien Purchaser”) Lenders, as a single group, shall have an option, exercised by delivery of written notice by the right Second Lien Collateral Agent to purchase (the “First Lien Purchase Option”) on a pro rata basis by way of assignment (and shall thereby also assume all commitments and duties of the then extant First Lien Secured Parties under the First Lien Documents Collateral Agent (other than in respect of services giving rise a “Purchase Notice”) given by a same-day facsimile or personal delivery, to First Lien Bank Product Obligations and First Lien Secured Hedging Obligations)), at any time during the exercise period described in clause purchase all (iii) below of this Section 3.4(l), all, but not less than all, ) of the First Lien Obligations (inclusive of at the “Purchase Price” referred to in Section 8.19(d) below) from the First Lien Priority Obligations Collateral Agent and the Excess First Lien Lenders. The Purchase Notice shall specify which Second Lien Lenders (the “Purchasing Second Lien Lenders”) will purchase the First Lien Obligations) (other than the First Lien Obligations of a Defaulting First Lien Secured Party), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all First Lien Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(l), all commitments pursuant to any then outstanding First Lien Credit Agreement shall have terminated and all First Lien Secured Hedging Agreements also shall have been terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(l)(i) The Purchase Notice shall be made as follows:irrevocable. If the Second Lien Collateral Agent does not deliver such Purchase Notice within five (5) Business Days of the delivery of the Trigger Notice, the purchase right of the Second Lien Collateral Agent and the other Second Lien Lenders hereunder with respect to such Trigger Notice shall expire and be of no force and effect.

Option to Purchase First Lien Obligations. (ia) Without prejudice Upon the occurrence and during the continuance of a Purchase Option Event, the First Lien Collateral Agent agrees that it will give the Second Lien Collateral Agent written notice (the “Purchase Option Event Notice”) within five (5) Business Days after the occurrence of such Purchase Option Event. Each Second Lien Claimholder shall have the option, by written notice (the “Purchase Notice”) delivered by the Second Lien Collateral Agent to the enforcement First Lien Collateral Agent no later than ten (10) Business Days after receipt (or delivery) by the Second Lien Collateral Agent of the Purchase Option Event Notice, to purchase (or cause its designated Affiliate to purchase) all (but not less than all) of the First Lien Obligations from the First Lien Claimholders; it being agreed that the giving or receipt of any such Purchase Option Event Notice or Purchase Notice shall not diminish, restrict, impair or otherwise effect in any regard the rights and remedies or the commencement or continuation of any exercise thereof of the First Lien Collateral Agent, the Control Agent, and the First Lien Claimholders with respect to the Grantors or the Collateral under the First Lien Loan Documents or applicable law. Following the delivery of any Purchase Notice by one or more Second Lien Claimholders until the expiration, termination or exercise of the purchase option pursuant to this Section 5.7 with respect to such Purchase Option Event, the First Lien Collateral Agent shall, upon the written request of the Second Lien Collateral Agent, provide to the Second Lien Collateral Agent summaries of the exercise of any rights or remedies by the First Lien Security Collateral Agent and with respect to the First Lien Secured Parties, if any Additional Second Lien Obligations have been issued, the Second Lien Secured Parties (Collateral in each case who must meet all eligibility standards contained in all relevant First Lien Documents) (an “Eligible First Lien Purchaser”) shall have the right to purchase (the “First Lien connection such Purchase Option”) on a pro rata basis by way of assignment (and shall thereby also assume all commitments and duties of the then extant First Lien Secured Parties under the First Lien Documents (other than in respect of services giving rise to First Lien Bank Product Obligations and First Lien Secured Hedging Obligations)), at any time during the exercise period described in clause (iii) below of this Section 3.4(l), all, but not less than all, of the First Lien Obligations (inclusive of the First Lien Priority Obligations and the Excess First Lien Obligations) (other than the First Lien Obligations of a Defaulting First Lien Secured Party), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all First Lien Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(l), all commitments pursuant to any then outstanding First Lien Credit Agreement shall have terminated and all First Lien Secured Hedging Agreements also shall have been terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(l)(i) shall be made as follows:Option Event.