Class B Lender Purchase Option. (a) So long as an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten (10) Business Days after receipt of a written request therefor from the Class B Lenders (a “Purchase Option Request”), the Administrative Agent shall deliver to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise of the Class B Purchase Right was validly revoked in accordance with this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten (10) days prior written notice (a “Liquidation Notice”) before the Administrative Agent completes any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.1. The Class B Lenders may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection Notice”), which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within five (5) Business Days of receiving a Purchase Option Notice or a Rejection Notice, the Class B Lenders may elect to purchase all (but not less than all) of the Class A Obligations from the Class A Lenders (the “Class B Purchase Right”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five (5) Business Days after providing notice of the election to exercise the Class B Purchase Right) (the “Class B Purchase Option Exercise Date”). On the Class B Purchase Option Exercise Date, the Class A Lenders shall sell to the Class B Lenders, and the Class B Lenders shall purchase from the Class A Lenders, the Class A Obligations and pay (including by making a Revolving Loan on such day and using the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging Agreement. (b) Upon the date of such purchase and sale, the Class B Lenders shall (i) pay to the Class A Lenders, as the purchase price therefor, the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, for the avoidance of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) and (ii) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsel) arising out of any claim asserted by a third party as a direct result of any acts by the Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such Class A Lender). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders shall have designated in writing to the Class B Lenders for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 p.m., New York time.
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Samples: Credit Agreement (Enova International, Inc.), Credit Agreement (Enova International, Inc.)
Class B Lender Purchase Option. (a) So long as Upon (i) the declaration or automatic occurrence of the Maturity Date, (ii) the Administrative Agent or Collateral Agent commencing enforcement proceedings against the Borrower or any portion of the Collateral or (iii) an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten event described in clauses (10i) Business Days after receipt of a written request therefor from the Class B Lenders through (a “Purchase Option Request”iv), (viii), (ix), (xi) through (xiv), (xv), (xviii), (xix) (solely with respect to a Servicer Termination Event arising under clauses (1), (2), (4) or (7) of Section 7.11), or (xx) through (xxii) of Section 10.01(a) shall be continuing for forty-five (45) days and the Administrative Agent shall deliver not have declared such event to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise of the Class B Purchase Right was validly revoked in accordance with this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten Default (10) days prior written notice (each such event, a “Liquidation Notice”) before the Administrative Agent completes any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.1. The Class B Lenders may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection NoticeTriggering Event”), which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within five (5) Business Days of receiving a Purchase Option Notice or a Rejection Notice, the Class B Lenders may elect shall have the option to purchase all (but not less than all) of the Class A Obligations from the Class A Lenders (the “Class B Purchase Right”). Within ten (10) Business Days after the occurrence of a Triggering Event, the Administrative Agent shall deliver written notice to the Agents for the Class B Lenders of (i) the Class A Obligations, (ii) the Class A Obligations expected to accrue through the Class B Purchase Option Exercise Date and (iii) the amount of all liabilities (without duplication) that it has incurred in the nature of indemnification obligations of the Borrower hereunder which have resulted in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Class A Lenders (collectively, “Class A Indemnification Liabilities”). The Class B Purchase Right shall be exercisable by all or any of the Class B Lenders for a period of twenty (20) days, commencing on the date on which the Administrative Agent provides the notice described in the preceding sentence to the Agents for the Class B Lenders (the “Class B Purchase Right Termination Date”). Prior to the Class B Purchase Right Termination Date, the Class B Lenders may exercise the Class B Purchase Right upon written notice to the Administrative Agent (the “Class B Purchase Option Notice”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five (5) Business Days after providing notice of the election to exercise by the Class B Purchase Right) Lenders (such date, the “Class B Purchase Option Exercise Date”), which shall be a Business Day not more than twenty (20) days after receipt by the Administrative Agent of such notice. On the Business Day prior to the Class B Purchase Option Exercise Date, the Administrative Agent shall deliver written notice to the Agents for the Class B Lenders specifying the Class A Obligations and the Class A Indemnification Liabilities of which it is then aware (collectively, the “Class B Purchase Option Amount”). Notwithstanding the foregoing, following the occurrence of a Triggering Event, but prior to the Agents’ and the Class B Lenders’ receipt of the notice required to be delivered by the Administrative Agent pursuant to this Section 10.06(a), the Collateral Agent may not sell or liquidate any of the Collateral.
(b) On the Class B Purchase Option Exercise Date, the Class A Lenders shall sell to the Class B Lenders, and the Class B Lenders shall purchase from the Class A Lenders, the Class A Obligations and pay (including by making a Revolving Loan on such day and using the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging Agreement.
(b) Upon the date of such purchase and sale, the Class B Lenders shall (ia) pay to the Class A Lenders, Lenders as the purchase price therefor, therefor the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, for the avoidance of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) B Purchase Option Amount and (iib) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsellegal counsel) arising out of any claim asserted by a third party against any Class A Lender or its related Agent as a direct result of any acts by the Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such a Class A LenderLender or its related Funding Agent). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders Administrative Agent shall have designated in writing to the Class B Lenders and their Agents for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest accrued and unpaid Interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 1:00 p.m., New York time.
(c) Any purchase pursuant to this Section 10.06 shall be expressly made without representation or warranty of any kind by the Class A Lenders as to the Class A Obligations or otherwise and without recourse to the Class A Lenders, except that the Class A Lenders shall represent and warrant: (i) the amount of the Class A Obligations being purchased and that the purchase price and other sums payable by the Class B Lenders are true, correct and accurate amounts, (ii) that the Class A Lenders shall convey the Class A Obligations free and clear of any Liens or encumbrances of the Class A Lenders or created or suffered by the Class A Lenders, including any participation interest in any of the Class A Obligations, (iii) as to the absence of all claims made or threatened in writing against the Class A Lenders related to the Class A Obligations, and (iv) that the Class A Lenders are duly authorized to assign the Class A Obligations. In addition, upon completion of the sale of the Class A Obligations and receipt by the Class A Lenders of the amounts specified in Section 10.06(b), Credit Suisse AG, New York Branch may resign as Administrative Agent and the Class B Lenders shall appoint a successor Administrative Agent to succeed Credit Suisse AG, New York Branch who shall accept such appointment, in each case, effective on the Class B Purchase Option Exercise Date.
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Class B Lender Purchase Option. (a) So long as an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten (10) Business Days after receipt of a written request therefor from the Class B Lenders (a “Purchase Option Request”), the Administrative Agent shall deliver to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise of the Class B Purchase Right was validly revoked in accordance with this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten (10) days prior written notice (a “Liquidation Notice”) before the Administrative Agent completes completing any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.17.02. The holders of at least two thirds of the Class B Lenders Loans may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection Notice”). If the Administrative Agent delivers a Rejection Notice, which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within then within five (5) Business Days days of receiving a Purchase Option Notice or a such Rejection Notice, the holders of at least two thirds of the Class B Lenders Loans may elect to purchase all (but not less than all) of the Class A Obligations Loans from the Class A Lenders (the “Class B Purchase Right”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five ten (510) Business Days days after providing notice of the election to exercise the Class B Purchase Right) (the “Class B Purchase Option Exercise Date”). On the Class B Purchase Option Exercise Date, the Class A Lenders shall sell to the Class B Lenders, and the Class B Lenders shall purchase from the Class A Lenders, the Class A Obligations and pay (including by making Loans for a Revolving Loan on such day and using price equal to the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging AgreementClass B Purchase Option Amount.
(b) Upon the date of such purchase and sale, the Class B Lenders shall (ia) pay to the Class A Lenders, Lenders as the purchase price therefor, therefor the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, for the avoidance of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) B Purchase Option Amount and (iib) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsellegal counsel) arising out of any claim asserted by a third party as a direct result of any acts by the Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such a Class A Lender). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders Administrative Agent shall have designated in writing to the Class B Lenders for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 p.m., New York time.
(c) Any purchase pursuant to this Section 7.03 shall be expressly made without representation or warranty of any kind by the Class A Lenders as to the Class A Borrower Obligations or otherwise and without recourse to the Class A Lenders, except that the Class A Lenders shall represent and warrant: (a) the purchase price and other sums payable by the Class B Lenders are true, correct and accurate amounts, (b) that the Class A Lenders shall convey the Class A Borrower Obligations free and clear of any Liens or encumbrances of the Class A Lenders or created or suffered by the Class A Lenders and (c) the Class A Lenders are duly authorized to assign the Class A Borrower Obligations.
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Class B Lender Purchase Option. (a) So long as an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten (10) Business Days after receipt of a written request therefor from the Class B Lenders (a “Purchase Option Request”), the Administrative Agent shall deliver to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise of the Class B Purchase Right was validly revoked in accordance with this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten (10) days prior written notice (a “Liquidation Notice”) before the Administrative Agent completes any liquidation of its intent to liquidate the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.17.02. The During the first 15 days following receipt by the Class B Lenders of a Liquidation Notice (the “Exclusivity Period”), the holders of at least two-thirds of the Class B Aggregate Loan Principal Balance (the “Class B Requisite Purchasers”) may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering written notice to the Administrative Agent within five (5) Business Days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection Notice”), which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within five (5) Business Days of receiving a Purchase Option Notice or a Rejection Notice, the Class B Lenders may elect to purchase all (but not less than all) of the Class A Obligations from the Class A Lenders (the “Class B Purchase Right”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five (5) Business Days after providing notice of the election to exercise the Class B Purchase Right) (the “Class B Purchase Option Exercise Date”), which shall be no later than two Business Days following the end of the Marketing Period. On During the Exclusivity Period, the Administrative Agent shall not without the prior written consent of the Class B Requisite Purchasers offer the Collateral to any other potential purchasers or otherwise conduct a public auction of the Collateral. For the 15 days following the end of the Exclusivity Period (the “Marketing Period”), the Administrative Agent may market the sale of the Collateral to potential bidders, including the provision of data and other information about the Collateral to potential bidders, and may solicit bids during such time, but shall not accept any offers from potential bidders for the first seven Business Days following the end of the Marketing Period without the prior written consent of the Class B Requisite Purchasers. At any time, the Class B Requisite Purchasers shall have the right to match any offer received during the Marketing Period or thereafter by providing written notice to the Administrative Agent of its intent to so purchase the Collateral which notice shall be irrevocable and shall specify the Class B Purchase Option Exercise Date, which shall be no later than seven Business Days after receipt of written notice by the Class A Lenders B Requisite Purchaser of the offer received by the Administrative Agent; provided that the Administrative Agent shall sell have the right to reject any offer from the Class B Requisite Purchasers to purchase the Collateral (including during the Exclusivity Period, Marketing Period, or anytime thereafter) if such offer is not at least equal to the Class B Lenders, and Purchase Option Amount. If the Class B Lenders shall Requisite Purchasers have not paid the agreed upon purchase from the Class A Lenders, the Class A Obligations and pay (including by making a Revolving Loan on such day and using the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging Agreement.
(b) Upon the date of such purchase and sale, the Class B Lenders shall (i) pay price to the Class A Lenders, as the purchase price therefor, the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, Administrative Agent for the avoidance benefit of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) and (ii) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsel) arising out of any claim asserted by a third party as a direct result of any acts Borrower by the Class B Lenders occurring after Purchase Option Exercise Date, then the date of such purchase (but excluding, for Administrative Agent may sell the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such Class A Lender). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders shall have designated in writing Collateral to the Class B Lenders for such purpose. In connection highest bidder in its discretion and in accordance with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 p.m., New York timeapplicable law.
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Class B Lender Purchase Option. (a) So long as an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten (10) Business Days after receipt of a written request therefor from the Class B Lenders (a “Purchase Option Request”), the Administrative Agent shall deliver to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise of the Class B Purchase Right was validly revoked in accordance with this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten five (105) days Business Days prior written notice (a “Liquidation Notice”) before the Administrative Agent completes any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.1. The Class B Lenders may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection Notice”). If the Administrative Agent delivers a Rejection Notice, which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within then within five (5) Business Days of receiving a Purchase Option Notice or a such Rejection Notice, the Class B Lenders may elect to purchase all (but not less than all) of the Class A Obligations from the Class A Lenders (the “Class B Purchase Right”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five (5) Business Days after providing notice of the election to exercise the Class B Purchase Right) (the “Class B Purchase Option Exercise Date”). On the Class B Purchase Option Exercise Date, the Class A Lenders shall sell to the Class B Lenders, and the Class B Lenders shall purchase from the Class A Lenders, the Class A Obligations and pay (including by making a Revolving Loan on such day and using the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging AgreementObligations.
(b) Upon the date of such purchase and sale, the Class B Lenders shall (i) pay to the Class A Lenders, as the purchase price therefor, the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, for the avoidance of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) and (ii) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsellegal counsel) arising out of any claim asserted by a third party as a direct result of any acts by the Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such Class A Lender). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders Administrative Agent shall have designated in writing to the Class B Lenders for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 p.m., New York time.
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Class B Lender Purchase Option. (a) So long as an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten (10) Business Days after receipt of a written request therefor from the Class B Lenders (a “Purchase Option Request”), the Administrative Agent shall deliver to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless Upon (i) the related notice declaration or automatic occurrence of exercise an acceleration of the Class B Purchase Right was validly revoked principal amount of and accrued interest on the Loans and all other Obligations in accordance with this the last paragraph of Section or 0, (ii) the Directing Agent, the Facility Agent or Collateral Agent commencing enforcement proceedings against the Borrower or any portion of the Collateral or (iii) an event described in Section 0 (other than Section 0, 0 or 0) and with respect to Section 0 solely if with respect to a Servicer Termination Event arising under Section 7.1(a), (b), (d) or (e) of the Sale and Servicing Agreement, and in each case, shall be continuing for forty-five (45) days and the Directing Agent shall not have declared such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of event to be an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten Default (10) days prior written notice (each such event, a “Liquidation Notice”) before the Administrative Agent completes any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.1. The Class B Lenders may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection NoticeTriggering Event”), which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within five (5) Business Days of receiving a Purchase Option Notice or a Rejection Notice, the Class B Lenders may elect shall have the option to purchase all (but not less than all) of the Obligations owing to the Class A Obligations Revolving Lenders (the “Class A Obligations”) from the Class A Revolving Lenders (the “Class B Purchase Right”). Within ten (10) Business Days after the occurrence of a Triggering Event, the Facility Agent shall deliver written notice to the Agents for the Class B Lenders of (i) the Class A Obligations, (ii) the Class A Obligations expected to accrue through the Class B Purchase Option Exercise Date and (iii) the amount of all liabilities (without duplication) that it has incurred in the nature of indemnification obligations of the Borrower hereunder which have resulted in any loss, cost, damage or expense (including reasonable counsel fees and legal expenses) to the Class A Revolving Lenders (collectively, “Class A Indemnification Liabilities”). The Class B Purchase Right shall be exercisable by all or any of the Class B Lenders for a period of twenty (20) days, commencing on the date on which the Facility Agent provides the notice described in the preceding sentence to the Agents for the Class B Lenders (the “Class B Purchase Right Termination Date”). Prior to the Class B Purchase Right Termination Date, the Class B Lenders may exercise the Class B Purchase Right upon written notice to the Facility Agent (the “Class B Purchase Option Notice”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five (5) Business Days after providing notice of the election to exercise by the Class B Purchase Right) Lenders (such date, the “Class B Purchase Option Exercise Date”), which shall be a Business Day not more than twenty (20) days after receipt by the Facility Agent of such notice. On the Business Day prior to the Class B Purchase Option Exercise Date, the Class A Lenders Facility Agent shall sell deliver written notice to the Class B Lenders, and Agents for the Class B Lenders shall purchase from the Class A Lenders, specifying the Class A Obligations and pay the Class A Indemnification Liabilities of which it is then aware (including by making collectively, the “Class B Purchase Option Amount”). Notwithstanding the foregoing, following the occurrence of a Revolving Loan on such day Triggering Event, but prior to the Agents’ and using the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging Agreement.
(b) Upon the date of such purchase and sale, the Class B Lenders shall (i) pay Lenders’ receipt of the notice required to the Class A Lenders, as the purchase price therefor, the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, for the avoidance of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) and (ii) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsel) arising out of any claim asserted by a third party as a direct result of any acts be delivered by the Class B Lenders occurring after Facility Agent pursuant to this Section 0, neither the date of such purchase (but excluding, for Collateral Agent nor the avoidance of doubt, with respect to Directing Agent may sell or liquidate any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such Class A Lender). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders shall have designated in writing to the Class B Lenders for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 p.m., New York timeCollateral.
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Samples: Fifth Amended and Restated Credit Agreement (CURO Group Holdings Corp.)
Class B Lender Purchase Option. (ad) So long as Upon (i) the declaration or automatic occurrence of the Maturity Date, (ii) the Administrative Agent or Collateral Agent commencing enforcement proceedings against the Borrower or any portion of the Collateral or (iii) an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten event described in clauses (10i) Business Days after receipt of a written request therefor from the Class B Lenders through (a “Purchase Option Request”iv), (viii), (ix), (xi) through (xiv), (xv), (xviii), (xix) (solely with respect to a Servicer Termination Event arising under clauses (1), (2), (4) or (7) of Section 7.11), or (xx) through (xxii) of Section 10.01(a) shall be continuing for forty-five (45) days and the Administrative Agent shall deliver not have declared such event to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise of the Class B Purchase Right was validly revoked in accordance with this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten Default (10) days prior written notice (each such event, a “Liquidation Notice”) before the Administrative Agent completes any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.1. The Class B Lenders may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection NoticeTriggering Event”), which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within five (5) Business Days of receiving a Purchase Option Notice or a Rejection Notice, the Class B Lenders may elect shall have the option to purchase all (but not less than all) of the Class A Obligations from the Class A Lenders (the “Class B Purchase Right”). Within ten (10) Business Days after the occurrence of a Triggering Event, the Administrative Agent shall deliver written notice to the Agents for the Class B Lenders of (i) the Class A Obligations, (ii) the Class A Obligations expected to accrue through the Class B Purchase Option Exercise Date and (iii) the amount of all liabilities (without duplication) that it has incurred in the nature of indemnification obligations of the Borrower hereunder which have resulted in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Class A Lenders (collectively, “Class A Indemnification Liabilities”). The Class B Purchase Right shall be exercisable by all or any of the Class B Lenders for a period of twenty (20) days, commencing on the date on which the Administrative Agent provides the notice described in the preceding sentence to the Agents for the Class B Lenders (the “Class B Purchase Right Termination Date”). Prior to the Class B Purchase Right Termination Date, the Class B Lenders may exercise the Class B Purchase Right upon written notice to the Administrative Agent (the “Class B Purchase Option Notice”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five (5) Business Days after providing notice of the election to exercise by the Class B Purchase Right) Lenders (such date, the “Class B Purchase Option Exercise Date”), which shall be a Business Day not more than twenty (20) days after receipt by the Administrative Agent of such notice. On the Business Day prior to the Class B Purchase Option Exercise Date, the Administrative Agent shall deliver written notice to the Agents for the Class B Lenders specifying the Class A Obligations and the Class A Indemnification Liabilities of which it is then aware (collectively, the “Class B Purchase Option Amount”). Notwithstanding the foregoing, following the occurrence of a Triggering Event, but prior to the Agents’ and the Class B Lenders’ receipt of the notice required to be delivered by the Administrative Agent pursuant to this Section 10.06(a), the Collateral Agent may not sell or liquidate any of the Collateral.
(e) On the Class B Purchase Option Exercise Date, the Class A Lenders shall sell to the Class B Lenders, and the Class B Lenders shall purchase from the Class A Lenders, the Class A Obligations and pay (including by making a Revolving Loan on such day and using the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging Agreement.
(b) Upon the date of such purchase and sale, the Class B Lenders shall (ia) pay to the Class A Lenders, Lenders as the purchase price therefor, therefor the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, for the avoidance of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) B Purchase Option Amount and (iib) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsellegal counsel) arising out of any claim asserted by a third party against any Class A Lender or its related Agent as a direct result of any acts by the Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such a Class A LenderLender or its related Funding Agent). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders Administrative Agent shall have designated in writing to the Class B Lenders and their Agents for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest accrued and unpaid Interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 1:00 p.m., New York time.
(f) Any purchase pursuant to this Section 10.06 shall be expressly made without representation or warranty of any kind by the Class A Lenders as to the Class A Obligations or otherwise and without recourse to the Class A Lenders, except that the Class A Lenders shall represent and warrant: (i) the amount of the Class A Obligations being purchased and that the purchase price and other sums payable by the Class B Lenders are true, correct and accurate amounts, (ii) that the Class A Lenders shall convey the Class A Obligations free and clear of any Liens or encumbrances of the Class A Lenders or created or suffered by the Class A Lenders, including any participation interest in any of the Class A Obligations, (iii) as to the absence of all claims made or threatened in writing against the Class A Lenders related to the Class A Obligations, and (iv) that the Class A Lenders are duly authorized to assign the Class A Obligations. In addition, upon completion of the sale of the Class A Obligations and receipt by the Class A Lenders of the amounts specified in Section 10.06(b), Credit Suisse AG, New York Branch may resign as Administrative Agent and the Class B Lenders shall appoint a successor Administrative Agent to succeed Credit Suisse AG, New York Branch who shall accept such appointment, in each case, effective on the Class B Purchase Option Exercise Date.
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Class B Lender Purchase Option. (a) So long as an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten (10) Business Days after receipt of a written request therefor from the Class B Lenders (a “Purchase Option Request”), the Administrative Agent shall deliver to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise of the Class B Purchase Right was validly revoked in accordance with this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten (10) days prior written notice (a “Liquidation Notice”) before the Administrative Agent completes any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.1. The Class B Lenders may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection Notice”). If the Administrative Agent delivers a Rejection Notice, which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within then within five (5) Business Days days of receiving a Purchase Option Notice or a such Rejection Notice, the Class B Lenders may elect to purchase all (but not less than all) of the Class A Obligations from the Class A Lenders (the “Class B Purchase Right”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five (5) Business Days days after providing notice of the election to exercise the Class B Purchase Right) (the “Class B Purchase Option Exercise Date”). On the Class B Purchase Option Exercise Date, the Class A Lenders shall sell to the Class B Lenders, and the Class B Lenders shall purchase from the Class A Lenders, the Class A Obligations and pay (including by making a Revolving Loan on such day and using the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging AgreementObligations.
(b) Upon the date of such purchase and sale, the Class B Lenders shall (i) pay to the Class A Lenders, as the purchase price therefor, the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, for the avoidance of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) and (ii) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsellegal counsel) arising out of any claim asserted by a third party as a direct result of any acts by the Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such Class A Lender). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders Administrative Agent shall have designated in writing to the Class B Lenders for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 p.m., New York time.
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Class B Lender Purchase Option. (a) So long as an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten (10) Business Days after receipt of a written request therefor from the Class B Lenders (a “Purchase Option Request”), the Administrative Agent shall deliver to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise of the Class B Purchase Right was validly revoked in accordance with this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten (10) days prior written notice (a “Liquidation Notice”) before the Administrative Agent completes any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.1. The Class B Lenders may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection Notice”), which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within five (5) Business Days of receiving a Purchase Option Notice or a Rejection Notice, the Class B Lenders may elect to purchase all (but not less than all) of the Class A Obligations from the Class A Lenders (the “Class B Purchase Right”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of the Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five (5) Business Days after providing notice of the election to exercise the Class B Purchase Right) (the “Class B Purchase Option Exercise Date”). On the Class B Purchase Option Exercise Date, the Class A Lenders shall sell to the Class B Lenders, and the Class B Lenders shall purchase from the Class A Lenders, the Class A Obligations and pay (including by making a Revolving Loan on such day and using the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging Agreement.
(b) Upon the date of such purchase and sale, the Class B Lenders shall (i) pay to the Class A Lenders, as the purchase price therefor, the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, for the avoidance of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) and (ii) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One CounselCounsel for the Administrative Agent and One Counsel for each Class A Lender) arising out of any claim asserted by a third party as a direct result of any acts by the Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such Class A Lender). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders Administrative Agent shall have designated in writing to the Class B Lenders for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 p.m., New York time.
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Class B Lender Purchase Option. (a) So long as an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten (10) Business Days after receipt of a written request therefor from Upon the Class B Lenders (a “Purchase Option Request”), the Administrative Agent shall deliver to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise acceleration of the Class B Purchase Right was validly revoked in accordance with Facility Loans pursuant to Section 7.3(a) of this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of Agreement following an Event of Default. The Administrative Agent shall provide ] (the “Class B Lenders with at least ten (10) days prior written notice (a “Liquidation NoticePurchase Option Trigger”) before the Administrative Agent completes any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.1. The ), each Class B Lenders may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days of receiving the Liquidation Notice; provided that the Administrative Agent Lender shall have the right to reject such offer to purchase option (but not the Collateral solely by providing written notice to the Class B Lenders (a “Rejection Notice”), which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within five (5obligation) Business Days of receiving a Purchase Option Notice or a Rejection Notice, the Class B Lenders may elect to purchase all (but not less than all) of the Class A Obligations from Lender’s interests in the Class A Lenders Loans (the “Class A Lender Interests”) subject to the terms and conditions set forth in this Section 7.20 (the “Class B Purchase RightOption”). The Class B Purchase Option shall be exercisable by each such Class B Lender for a period of five (5) Business Days (or such longer period as agreed in writing by the Class A Lenders) (the “Class B Purchase Option Period”), commencing on (i) if an Event of Default (other than an Event of Default specified in clause (c) or (d) of Section 7.2) has occurred and is continuing, the date, if any, on which the Required Lenders have delivered a written notice to cause the acceleration of the Facility Loans pursuant to Section 7.3(a) or (ii) if an Event of Default specified in clause (c) or (d) of Section 7.2 has occurred and is continuing, the date of the occurrence of such Event of Default (in either case, such fifth (5th) Business Day, the “Class B Purchase Option Termination Date”). During the Class B Purchase Option Period, one or more Class B Lenders may exercise the Class B Purchase Option upon written notice to each Class A Lender, with a copy to the Collateral Agent (the “Class B Purchase Option Notice”), which notice shall be irrevocable (unless the final amount and shall oblige each such Class B Lender to purchase all of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of Class B Lenders at any time prior to the Interests. The Class B Purchase Option Exercise Date) and Notice shall specify the date on which such right the Class B Purchase Option is to be exercised (by the relevant Class B Lenders which shall be no more later than five the tenth (510th) Business Days after providing notice of the election to exercise Day following the Class B Purchase RightOption Trigger (or such later date agreed to by the Class A Lenders) (such date, the “Class B Purchase Option Exercise Date”). On the Business Day following the Class B Purchase Option Termination Date, the Class A Lenders shall deliver written notice to each Class B Lender that has provided each Class A Lender with a timely Class B Purchase Option Notice specifying the final amount of each Class A Lender Interests as of the Class B Purchase Option Exercise Date (collectively, the “Class A Lender Interest Purchase Amount”), and indicating the relevant pro rata share of the Class A Lender Interests to be acquired by each relevant Class B Lender. On the Class B Purchase Option Exercise Date, the Class A Lenders shall sell to the each relevant Class B LendersLender, and the such Class B Lenders shall purchase from the Class A Lenders, all of the Class A Obligations Lenders’ right, title and pay (including by making a Revolving Loan on such day interest in and using to the Class A Lender Interests, and all proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging Agreementand all of the foregoing.
(b) Upon the date of such purchase and sale, On the Class B Lenders shall Purchase Option Exercise Date, each applicable Class B Lender (i) shall pay to the Class A Lenders, Lender as the purchase price therefor, therefor all or its pro rata share of the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided thatLender Interest Purchase Amount, for the avoidance of doubtas applicable, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) and (ii) agree agrees to indemnify and hold harmless the each Class A Lenders and the Administrative Agent Lender from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsellegal counsel) arising out of any claim asserted by a third party as a direct result of any acts by the such Class B Lenders Lender occurring after the date of such purchase (but excluding, for the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, fraud, bad faith or willful misconduct of such Class A Lender). Such purchase price and other sums The Class A Lender Interest Purchase Amount shall be remitted by wire transfer in federal immediately available funds to such bank account accounts of the each Class A Lenders Lender as the such Class A Lenders Lender shall have designated in writing (no later than one (1) Business Day prior to the Class B Lenders Purchase Option Exercise Date) to each applicable Class B Lender for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if If the amounts so paid by the any Class B Lenders Lender to the bank account accounts designated by the Class A Lenders are received in such bank account prior accounts after 5:00 p.m., New York time, interest to 1:00 and including the next Business Day over the Class A Lender Interest Purchase Amount shall be calculated at the same rate applicable to the Borrower hereunder with respect to the Class A Advances and immediately paid by the relevant Class B Lender to the Class A Lenders. If the full Class A Lender Interest Purchase Amount (together with any such interest) is not received by the applicable Class A Lender by 5:00 p.m., New York time and interest shall be calculated to and include on the next Business Day if the amounts so paid by immediately after the Class B Lenders Purchase Option Exercise Date, the related Class A Lender Interests shall be deemed to have not been sold to any Class B Lender and any amounts remitted to such Class A Lender shall then be returned to the bank account designated relevant Class B Lenders (pursuant to instruction delivered by each such Class B Lender) no later than 5:00 p.m., New York time on the second Business Day following the Class B Purchase Option Exercise Date. For the avoidance of doubt, nothing in this Section 7.20 shall cause the rescission or annulment of any declaration of acceleration of maturity of the Facility Loans.
(c) Any purchase pursuant to this Section 7.20 shall be expressly made without representation or warranty of any kind by the Class A Lenders are received as to the Class A Lender Interests or otherwise without recourse to the Class A Lenders, except that each Class A Lender shall represent and warrant: (i) as to the amount of the Class A Lender Interests being purchased and that the Class A Lender Interest Purchase Amount is true, correct and accurate, (ii) that such Class A Lender shall convey the Class A Lender Interests free and clear of any Liens or encumbrances of such Class A Lender or created or suffered by such Class A Lender, and (iii) such Class A Lender is duly authorized and has taken all necessary corporate action to assign the Class A Lender Interests. Nothing in such bank account later than 12:00 p.m.this Section 7.20 shall, New York timeor shall be deemed to, release or terminate any indemnification obligations of the Borrower which by their terms survive the payment of the Advances pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Oportun Financial Corp)
Class B Lender Purchase Option. (a) So long as an Early Amortization Event or Event of Default has occurred and is continuing but prior to delivery of a Liquidation Notice, within ten (10) Business Days after receipt of a written request therefor from the Class B Lenders (a “Purchase Option Request”), the Administrative Agent shall deliver to the Class B Lenders a written notice specifying the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right (a “Purchase Option Notice”); provided that if the Class B Lenders do not thereafter elect to exercise the Class B Purchase Right, then the Administrative Agent shall have no further obligation to deliver a Purchase Option Notice unless (i) the related notice of exercise of the Class B Purchase Right was validly revoked in accordance with this Section or (ii) solely if such Purchase Option Request was delivered upon the occurrence and during the continuance of an Early Amortization Event, a subsequent Purchase Option Request is delivered upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall provide the Class B Lenders with at least ten (10) days prior written notice (a “Liquidation Notice”) before the Administrative Agent completes any liquidation of the Collateral in connection with an Enforcement Action exercised pursuant to Section 7.1. The Class B Lenders may offer to purchase the Collateral at a price equal to the highest observable third party bid received by the Administrative Agent by delivering notice to the Administrative Agent within five (5) Business Days of receiving the Liquidation Notice; provided that the Administrative Agent shall have the right to reject such offer to purchase the Collateral solely by providing written notice to the Class B Lenders (a “Rejection Notice”), which notice shall specify the estimated amount of Class A Obligations that would be subject to the Class B Purchase Right. Within five (5) Business Days of receiving a Purchase Option Notice or a Rejection Notice, the Class B Lenders may elect to purchase all (but not less than all) of the Class A Obligations from the Class A Lenders (the “Class B Purchase Right”), which notice shall be irrevocable (unless the final amount of the Class A Obligations is more than $50,000 higher than the estimated amount of Class A Obligations set forth in such Purchase Option Notice or Rejection Notice, in which case such notice of exercise of the Class B Purchase Right may be revoked in the sole and absolute discretion of the Class B Lenders at any time prior to the Class B Purchase Option Exercise Date) and shall specify the date on which such right is to be exercised (which shall be no more than five (5) Business Days after providing notice of the election to exercise the Class B Purchase Right) (the “Class B Purchase Option Exercise Date”). On the Class B Purchase Option Exercise Date, the Class A Lenders shall sell to the Class B Lenders, and the Class B Lenders shall purchase from the Class A Lenders, the Class A Obligations and pay (including by making a Revolving Loan on such day and using the proceeds thereof to pay or causing Collections to be applied, or both) any amounts due in connection with the termination of any Hedging Agreement.
(b) Upon the date of such purchase and sale, the Class B Lenders shall (i) pay to the Class A Lenders, as the purchase price therefor, the then-outstanding Class A Obligations (exclusive of any prepayment fees and penalties; provided that, for the avoidance of doubt, amounts of interest owing hereunder shall not constitute prepayment fees or penalties) and (ii) agree to indemnify and hold harmless the Class A Lenders and the Administrative Agent from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of One Counsel) arising out of any claim asserted by a third party as a direct result of any acts by the Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, with respect to any Class A Lender, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of such Class A Lender). Such purchase price and other sums shall be remitted by wire transfer in federal funds to such bank account of the Class A Lenders as the Class A Lenders Administrative Agent shall have designated in writing to the Class B Lenders for such purpose. In connection with the foregoing purchase, accrued and unpaid Class A Monthly Interest Amount shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account prior to 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Class B Lenders to the bank account designated by the Class A Lenders are received in such bank account later than 12:00 p.m., New York time.
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