Common use of Purchase Right Clause in Contracts

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of the First Lien Claimholders Term Loan Claimholders’ remedies, the First Lien Term Loan Claimholders agree at any time following an acceleration of the First Lien Term Loan Obligations in accordance with the terms of the First Lien Credit Term Loan Agreement, the First Lien Term Loan Claimholders will offer the Second Lien Revolving Credit Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Term Loan Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Term Loan Claimholders. The Second Lien Revolving Credit Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Revolving Credit Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Term Loan Collateral Agent and the Second Lien Revolving Credit Collateral Agent. If the Second Lien Revolving Credit Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Term Loan Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Term Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders Claimholders’ remedies, the First Lien Claimholders agree at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, the First Second Lien Claimholders will offer have the Second Lien Claimholders the option right to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The If the Second Lien Claimholders shall choose to exercise such right, they must irrevocably accept or reject such offer notify the First Lien Claimholders thereof within ten (10) Business Days following acceleration of the receipt thereof First Lien Obligations, and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept choose to exercise their purchase right, such offer, it purchase shall be exercised effected pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Claimholders reject such offer elect not to exercise their purchase right under this Section 5.6 (or do not so irrevocably accept provide notice of such offer exercise within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders Revolving Secured Parties’ remedies, the First Lien Claimholders agree Revolving Collateral Agent, on behalf of the Revolving Secured Parties, agrees that at any time following an acceleration of the First Lien any Revolving Obligations in accordance with the terms of the First Lien Credit AgreementRevolving Documents, the First Lien Claimholders Revolving Secured Parties will offer the Second Lien Claimholders Term Secured Parties in writing (with a copy of such notice to the Company simultaneously therewith) the option to purchase for cash the entire aggregate amount of outstanding First Lien such accelerated Revolving Obligations (including unfunded commitments under the First Lien Credit Agreementapplicable Revolving Documents, if any) at par plus accrued interest interest, fees and expenses (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholdersfrom the Revolving Secured Parties. The Second Lien Claimholders Term Secured Parties shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafterthereafter using the applicable assignment forms set forth in the Revolving Documents. If the Second Lien Claimholders Term Secured Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Revolving Collateral Agent and the Second Lien Term Collateral Agent. If the Second Lien Claimholders Term Secured Parties reject such offer (or do not so irrevocably accept such offer within the required timeframeperiod), the First Lien Claimholders Revolving Secured Parties shall have no further obligations pursuant to under this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement5.6.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium)par, without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe)offer, the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 5.7 and may take any further actions in their sole discretion in accordance with the First Lien Loan Credit Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree (a) in the absence of Exigent Circumstances, at least five (5) Business Days before any time Option Event or (b) in the case of Exigent Circumstances, such shorter period prior to or following an acceleration any Option Event as may be dictated by such circumstances in the sole judgment of the First Lien Obligations Claimholders (but in accordance with the terms of the First Lien Credit Agreementany event within five (5) Business Days following such Option Event), the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten fifteen (1015) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral AgentTrustee. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of the First Lien Claimholders Claimholders' remedies, the First Lien Claimholders agree at any time that, promptly following (i) an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit AgreementDocuments, (ii) a payment default under the First Lien Credit Documents that has not been cured or waived in accordance with the terms of the First Lien Credit Documents, (iii) an event of default (other than a payment default) under the First Lien Credit Documents that has not been cured or waived within 45 days of the occurrence thereof, (iv) an exercise of remedies by the First Lien Collateral Agent or other First Lien Claimholders with respect to, and in accordance with the terms of, the First Lien Credit Documents or (v) the commencement of any Insolvency or Liquidation Proceeding ("Purchase Option Event"), the First Lien Claimholders will offer in writing to the Second Lien Claimholders Lenders the option to purchase (an "Offer to Purchase"), subject to Section 5.7(b), the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under at the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), Purchase Price without warranty or representation or recourse, on a pro rata basis across First Lien Claimholdersexcept as provided in Section 5.7(d). The Second Lien Claimholders Lenders shall irrevocably accept or reject such offer within ten (10) 20 Business Days of the receipt thereof thereof, and the parties shall endeavor to close promptly and in any event no later than 20 Business Days thereafter. If the Second Lien Claimholders Lenders accept such offer, it shall be exercised pursuant to assignment documentation mutually required under the First Lien Credit Agreement for assignments by lenders thereunder and otherwise reasonably acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If Required Lenders (as defined in, the Second Lien Claimholders reject such offer Credit Documents) (or do not so irrevocably accept such offer within the required timeframe"Assignment Agreement"), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders Claimholders’ remedies, the First Lien Claimholders agree at any time following (a) an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Claimholders within 60 days of the occurrence thereof or (c) the commencement of any Insolvency Proceeding, the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus for a purchase price equal to the sum of 100% of the outstanding principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard to including any acceleration prepayment penalty penalties or premium)premiums) and outstanding fees and expenses due thereunder, without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent Agents and the Second Lien Collateral AgentAgents. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders Claimholders’ remedies, the First Lien Claimholders agree that at any time following an (a) acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Claimholders will within sixty (60) days of the occurrence thereof or (c) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), one or more of the Second Lien Claimholders may request, and the First Lien Claimholders hereby offer the Second Lien Claimholders the option option, to purchase all, but not less than all, of the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under outstanding at the First Lien Credit Agreement) time of purchase at par plus accrued interest (without regard to any prepayment penalty or premium)par, without warranty or representation or recourse, on a pro rata basis across recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment Agreement (as such term is defined in the First Lien ClaimholdersCredit Agreement)). The Second Lien Claimholders If such right is exercised, the parties shall irrevocably accept or reject such offer endeavor to close promptly thereafter but in any event within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafterrequest. If one or more of the Second Lien Claimholders accept exercise such offerpurchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If none of the Second Lien Claimholders reject exercise such offer (or do not so irrevocably accept such offer within the required timeframe)right, the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 5.7 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First Lien Loan Credit Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree that, at any time following (a) an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Secured Parties within 60 days of the occurrence thereof or (c) the commencement of any Insolvency or Liquidation Proceeding, the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Administrative Agent and the Second Lien Collateral Administrative Agent. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders Claimholders’ remedies, the First Lien Claimholders agree that at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across all First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it ti shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders Claimholders’ remedies, the First Lien Claimholders agree that at any time during the sixty (60) day period following an (a) acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit AgreementAgreement or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), one or more of the Second Lien Claimholders may request, and the First Lien Claimholders will hereby offer the Second Lien Claimholders the option option, to purchase all, but not less than all, of the entire aggregate amount of outstanding First Lien Obligations outstanding at the time of purchase at par (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or applicable premium), without warranty or representation or recourse, on a pro rata basis across recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the Initial First Lien ClaimholdersCredit Agreement)). The Second Lien Claimholders If such right is exercised within the aforementioned sixty (60) day period, the parties shall irrevocably accept or reject such offer endeavor to close promptly thereafter but in any event within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafterrequest. If one or more of the Second Lien Claimholders accept exercise such offerpurchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If none of the Second Lien Claimholders reject exercise such offer (or do not so irrevocably accept such offer within the required timeframe)right, the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree at any time following (a) an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Secured Parties within 60 days of the occurrence thereof or (c) the commencement of any Insolvency or Liquidation Proceeding, that the First Lien Claimholders will offer the Second Lien Claimholders the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Security Agent and the Second Lien Collateral Security Agent. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders Secured Parties’ remedies, the First Lien Claimholders Secured Parties agree that at any time during the 30-day period following an (a) acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) the commencement of an Enforcement Action by the First Lien Claimholders will Secured Parties or (c) the commencement of an Insolvency Proceeding with respect to any Grantor (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may request, and the First Lien Secured Parties hereby offer the Second Lien Claimholders Secured Parties the option option, to purchase all, but not less than all, of the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under outstanding at the First Lien Credit Agreement) time of purchase at par plus accrued interest (without regard to any prepayment penalty or premium)par, without warranty or representation or recourserecourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Acceptance (as such term is defined in the Credit Agreement)). If such right is exercised within the aforementioned 30-day period, on a pro rata basis across First Lien Claimholders. The Second Lien Claimholders the parties shall irrevocably accept or reject such offer endeavor to close promptly thereafter but in any event within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafterrequest. If one or more of the Second Lien Claimholders accept Secured Parties exercise such offerpurchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent Representative and the Second Lien Collateral AgentRepresentative. If none of the Second Lien Claimholders reject Secured Parties exercise such offer (or do not so irrevocably accept such offer within the required timeframe)right, the First Lien Claimholders Secured Parties shall have no further obligations pursuant to this Section 5.6 3.05 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents Documents, and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders Secured Parties’ remedies, the First Lien Claimholders Secured Parties agree at any time following an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Facility Agreement, the First Lien Claimholders Secured Parties will offer the Second Lien Claimholders Secured Parties the option to purchase the entire aggregate amount of outstanding First Lien Obligations (including unfunded commitments under the First Lien Credit Facility Agreement) at par plus accrued interest (without regard to any prepayment penalty or premium), without warranty or representation or recourse, on a pro rata basis across First Lien ClaimholdersSecured Parties. The Second Lien Claimholders Secured Parties shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders Secured Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral AgentCreditor. If the Second Lien Claimholders Secured Parties reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders Secured Parties shall have no further obligations pursuant to this Section 5.6 5.5 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.