Common use of Purchase Notice Clause in Contracts

Purchase Notice. Within ten (10) Business Days after (i) each date, if any, that the Revolving Agent delivers a notice to the Term Loan Agent stating that an Event of Default has occurred and is continuing under the Revolving Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend to (x) commence an Enforcement Action (it being agreed to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action with respect to all or any portion of the Revolving Loan Collateral) no less than five (5) days prior to the actual commencement of such Enforcement Action, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent), (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of any such event described in clauses (i) — (iv) is referred to herein as a “Trigger Event”), one or more Term Loan Lenders (and/or, at the election of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an option to purchase from the Revolving Loan Creditors all, but not less than all, of the Revolving Loan Obligations owing to them at par and provide the Required Cash Collateral by giving a written notice (the “Purchase Notice”) to the Revolving Agent prior to the expiration of such ten (10) Business Day period. The Purchase Notice from the applicable Term Loan Lenders, on behalf of the Term Loan Purchasers, to the Revolving Agent shall be irrevocable. If no such Purchase Notice is received from a Term Loan Lender, with respect to any Trigger Event, within such ten (10) Business Day period, the option granted pursuant to this Section 6 with respect to such Trigger Event to such Term Loan Lender to purchase such Revolving Loan Obligations shall irrevocably expire and such Term Loan Lender shall have no further rights under this Section 6 with respect to such Trigger Event.

Purchase Notice. Within ten (10) Business Days after (i) each date, if any, that the Revolving Agent delivers a notice to the The Closing Date Term Loan Agent stating that an Lenders shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event of Default has occurred (and so long as such Purchase Option Trigger Event is continuing under on the Revolving date the Closing Date Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend Lenders exercise such option), to (x) commence an Enforcement Action (it being agreed to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action with respect to all or any portion of the Revolving Loan Collateral) no less than five (5) days prior to the actual commencement of such Enforcement Action, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent), (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of any such event described in clauses (i) — (iv) is referred to herein as a “Trigger Event”), one or more Term Loan Lenders (and/or, at the election of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an option to purchase from the Priority Revolving Loan Creditors Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Obligations and Commitments referred to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Obligations owing to them at par and provide the Required Cash Collateral by Lenders giving a written notice (the “Purchase Notice”) to the Borrower, the Administrative Agent and the Priority Revolving Agent prior (who shall in turn promptly deliver such notice to the expiration of such ten (10) Business Day periodeach Priority Revolving Lender). The A Purchase Notice from the applicable Term Loan Lenders, on behalf of the Term Loan Purchasers, to the Revolving Agent once delivered shall be irrevocable. If no such Purchase Notice is received from a Term Loan Lender, with respect to any Trigger Event, within such ten (10) Business Day period, the option granted pursuant to this Section 6 with respect to such Trigger Event to such Term Loan Lender to purchase such Revolving Loan Obligations shall irrevocably expire and such Each Closing Date Term Loan Lender shall have no further the right to purchase and assume its pro rata share of the Subject Obligations, and the Closing Date Term Loan Lenders exercising such rights under this Section 6 with respect may exercise the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to such Trigger Eventall Subject Obligations (in any case, prior to issuance of the Purchase Notice).

Purchase Notice. Within ten (10) Business Days after (i) each dateThe Term Loan Creditors, if any, that the Revolving Agent delivers a notice to acting through the Term Loan Agent stating that an Event as a single group, shall have the option to purchase from the Revolving Agent all but not less than all of Default has occurred and is continuing the Revolving Credit Obligations at any time following any of the following: (i) the acceleration of the Revolving Credit Obligations or termination of the commitments under the Revolving Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend to (x) commence an Enforcement Action (it being agreed to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action with respect to all or any portion of the Revolving Loan Collateral) no less than five (5) days prior to the actual commencement of such Enforcement Action, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent), (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the first commencement of an Enforcement Action by Revolving Agent with respect to a material portion of the Revolving Credit Priority Collateral (or the delivery of any Insolvency Proceedingnotice (or the requirement to so deliver any such notice) to Term Loan Agent or an Obligor in respect of the same), (iii) the occurrence and continuance of an “Event of Default Default” under (and as defined in) the Term Loan Revolving Credit Agreement due to that remains unwaived for a period of at least sixty (60) days after the Borrower’s failure to timely pay principal or interest thereunderexpiration of any applicable cure period, or (iv) the commencement of any Insolvency Proceeding, (v) the intentional cessation, termination or suspension by Revolving Agent or all Revolver Lenders shall have ceased providing in their commitment to provide revolving loans and/or letters of credit that to the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days Days, (vi) the Term Loan Obligations under any Term Loan Credit Agreement shall have been accelerated and a Specified Event of Default exists, (vii) the Term Loan Obligations shall remain unpaid following Borrower’s initial and unfulfilled request therefor the “Maturity Date” (as defined in the occurrence of any such event described Term Loan Credit Agreement as in clauses (i) — (iv) is referred to herein as a “Trigger Event”effect on the date hereof), one and (viii) the Obligors shall sell, transfer or more Term Loan Lenders otherwise dispose of (and/or, at the election of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an option to purchase from or the Revolving Loan Creditors all, but not less than all, Agent or the Revolving Lenders shall consent to the same) all or any material portion of the Revolving Credit Priority Collateral with the consent of the Revolving Agent or the Revolving Lenders (other than a sale, transfer or other disposition permitted under the terms of the Revolving Credit Documents and the Term Credit Documents or a private or public sale in connection with any Enforcement Action) including in connection with a Permitted Collateral Sale described in clause (ii) or (iii) of the definition thereof or a Release Event (other than a Release Event in connection with an Insolvency Proceeding). The Term Loan Agent (on behalf of the exercising Term Loan Creditors (the “Revolving Obligations owing to them at par and provide the Required Cash Collateral Purchaser”)) shall exercise this option by giving a written notice (the “Term Loan Agent’s Purchase Notice”) of its election to the Revolving Agent prior Agent. The Term Loan Agent’s Purchase Notice, once delivered, shall be irrevocable and shall not be subject to withdrawal or rescission (except to the expiration of such ten (10) Business Day period. The Purchase Notice from the applicable Term Loan Lenders, on behalf of extent the Term Loan Purchasers, to Agent asserts within three (3) business days of receipt from the Revolving Agent of a calculation of the Purchase Price that it has a good faith dispute regarding the amount of the purchase price described below in Section 5.1(c)(iii) or (iv), in which case the Purchase Notice shall be irrevocable. If no such Purchase Notice is received from a Term Loan Lender, with respect to any Trigger Event, within such ten (10) Business Day period, the option granted pursuant to this Section 6 with respect to such Trigger Event to such Term Loan Lender to purchase such Revolving Loan Obligations shall irrevocably expire deemed withdrawn and such Term Loan Lender shall have no further rights under this Section 6 with respect to such Trigger Eventrescinded).

Purchase Notice. Within ten If, at any time during the period beginning on the Effective Date and continuing until seven (107) Business Days after years and six (i6) each datemonths from the date thereof, if any, that the Revolving Agent delivers a notice to the Term Loan Agent stating that an Event of Default has occurred and is continuing under the Revolving Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend Allied Parties desires to consummate a Restricted Sale, it shall negotiate with the prospective buyer (x“Prospective Buyer”) commence an Enforcement Action a bona fide definitive purchase and sale agreement or other appropriate agreement for the transfer, license or other disposition (it being agreed a “Final PSA”) to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action with respect to all purchase the Subject Asset, or any portion of the Revolving Loan Collateral) no less than five part thereof. Within fourteen (514) days prior to after the actual commencement of such Enforcement Actionnegotiations, the applicable Allied Party shall notify CEI that such negotiations are taking place. Upon negotiating the Final PSA, the applicable Allied Party shall not execute such Final PSA without first extending an offer to purchase such Subject Asset to CEI on substantially the same terms as the Prospective Buyer, by sending to CEI a notice indicating its intention to sell the Subject Asset, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice include an accurate and complete copy of such action by Revolving Agent)Final PSA, (y) accelerate all or a substantial portion including the proposed purchase price of the Revolving Loan Obligations as a result of a then existing Event of Default under Subject Asset, and the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence Prospective Buyer’s name and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of any such event described in clauses (i) — (iv) is referred to herein as a “Trigger Event”), one or more Term Loan Lenders (and/or, at the election of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an option to purchase from the Revolving Loan Creditors all, but not less than all, of the Revolving Loan Obligations owing to them at par and provide the Required Cash Collateral by giving a written notice address (the “Purchase Notice”) ). The applicable Allied Party shall also provide CEI with access to the Revolving Agent prior Subject Asset and any information reasonably requested by CEI regarding the Subject Asset. Within thirty (30) days after its receipt of the Purchase Notice, CEI shall advise the applicable Allied Party in writing as to whether CEI desires to purchase the Subject Asset on the terms set forth in the Final PSA. If CEI elects not to purchase the Subject Asset on the terms set forth in the Final PSA or fails to respond to the expiration of such ten (10) Business Day period. The Purchase Notice from the applicable Term Loan Lenders, on behalf of the Term Loan Purchasers, to the Revolving Agent shall be irrevocable. If no such Purchase Notice is received from a Term Loan Lender, with respect to any Trigger Event, within such ten thirty (10) Business Day 30)-day period, the option granted pursuant applicable Allied Party shall be free to this proceed to execute such Final PSA with the Prospective Buyer in accordance with Section 6 with respect to such Trigger Event to such Term Loan Lender 2.3. If CEI elects to purchase such Revolving Loan Obligations the Subject Asset on the terms set forth in the Final PSA, CEI shall irrevocably expire deliver to the applicable Allied Party a written notice indicating its desire to purchase the Subject Asset, and such Term Loan Lender the applicable Allied Party and CEI shall have no further rights under this Section 6 with respect to such Trigger Eventsign a final purchase and sale agreement reflecting the terms of the Final PSA.

Purchase Notice. Within ten (10) Business Days after If (i) each dateprior to the commencement of an Insolvency Proceeding, if anyall of the ABL Obligations shall have been accelerated, that (ii) prior to the Revolving commencement of an Insolvency Proceeding, a Term Loan Event of Default occurs under the Term Loan Agreement resulting from any failure by the Loan Parties to make a payment of any Term Obligations when due, (iii) the ABL Agent delivers a notice of its intent to the Term Loan Agent stating that an Event Exercise of Default has occurred and is continuing under the Revolving Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend to (x) commence an Enforcement Action (it being agreed to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action Any Secured Creditor Remedies with respect to all or any a material portion of the Revolving Loan ABL Priority Collateral) no less than five (5) days prior to the actual commencement of such Enforcement Action, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent), (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) an Insolvency Proceeding occurs with respect to any of the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of Parties, then, in any such event described in clauses (i) — (iv) is referred to herein as a “Trigger Event”)case, any one or more of Term Loan Lenders Credit Parties (and/or, at the election of the applicable Term Loan Lenders, acting in their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”individual capacity or through one or more affiliates) shall have an option to purchase from the Revolving Loan Creditors allright, but not less than allthe obligation (each Term Credit Party having a ratable right to make the purchase, of with each Term Credit Party’s right to purchase being automatically proportionately increased by the Revolving Loan Obligations owing to them at par and provide the Required Cash Collateral amount not purchased by giving a another Term Credit Party), upon three (3) Business Days’ advance written notice from such Term Credit Party (the a “Purchase Notice”) to the Revolving Agent prior ABL Agent, for the benefit of the ABL Credit Parties, to acquire from the ABL Credit Parties all (but not less than all) of the right, title, and interest of the ABL Credit Parties in and to the expiration of such ten (10) Business Day periodABL Obligations and the ABL Documents. The Purchase Notice from the applicable Term Loan LendersNotice, on behalf of the Term Loan Purchasersif given, to the Revolving Agent shall be irrevocable. If no Upon receipt of such Purchase Notice is received from a notice, the ABL Agent and the Term Loan LenderAgent shall not Exercise Any Secured Creditor Remedies (or shall discontinue the exercise of such remedies), with respect shall not release its Liens on any Collateral, or consent to any Trigger Event, within such ten Disposition (10) Business Day period, as defined in the option granted pursuant to this Section 6 with respect to such Trigger Event to such Term Loan Lender to purchase such Revolving Loan Obligations shall irrevocably expire and such Term Loan Lender shall have no further rights under this Section 6 with respect to such Trigger EventABL Credit Agreement).

Purchase Notice. Within ten (10) Business Days after (i) each date, if any, that Upon the Revolving Agent delivers a notice to occurrence and during the Term Loan Agent stating that continuation of an Acceleration Event or the commencement of Default has occurred and is continuing under the Revolving Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend to (x) commence an Enforcement Action (it being agreed to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan by Agent against a notice that they intend to commence an Enforcement Action with respect to all or any material portion of the Revolving Loan Collateral) no less than five (5) days prior to the actual commencement of such Enforcement Action, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent), (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of any such event described in clauses (i) — (iv) is referred to herein as a “Trigger Event”), one or more Term Loan Lenders (and/or, at the election of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an the option to purchase from the Revolving Loan Creditors Lenders all, but not less than all, of the Revolving Loan Obligations Revolver Debt owing to them at par and provide the Required Cash Collateral by giving a written notice of an intent to exercise such purchase option (the “Purchase Notice”) to the Revolving Agent prior to the expiration Agent. The applicable Term Lenders shall provide Borrower with a copy of such ten (10) Business Day periodany Purchase Notice. The Purchase Notice from the applicable Term Loan Lenders, on behalf of the Term Loan Purchasers, Lenders to the Revolving Agent shall be irrevocable. If Prior to Agent’s receipt of a Purchase Notice, (a) there shall be no such Purchase Notice is received restriction on Agent or Revolving Lenders taking (or refraining from a Term Loan Lender, taking) any Enforcement Action with respect to the Collateral or taking (or refraining from taking) any Trigger Event, within such ten other action or exercising (10or refraining from exercising) Business Day period, the option granted pursuant to this Section 6 any other remedy with respect to such Trigger Event to such Term Loan Lender to purchase such the Revolving Loan Obligations shall irrevocably expire Commitments and such Term Loan the Revolver Debt, and neither Agent nor any Revolving Lender shall have no further rights under any liability for any of the foregoing, (c) Revolving Lenders shall be free to assign, participate or otherwise transfer or dispose of their interests in the Revolver Debt, in each case such to the purchase option provided for in this Section 6 8.3, without prior notice to, or consent of, any Term Lenders (it being understood that this Section 8.3 is solely a right of the Term Lenders to purchase the Revolver Debt if they so choose to deliver a Purchase Notice in accordance with this Section 8.3, and this Section 8.3 does not constitute a right of first refusal in favor of any Term Lender) and (d) Agent and Revolving Lenders may otherwise act with respect to such Trigger Eventthe Revolving Loan Commitments and the Revolver Debt as if the purchase option in this Section 8.3 did not exist. In no event shall any Revolving Lender be deemed to be holding any Revolver Debt for the benefit of, on account of, or as an agent or fiduciary for any Term Lender.