Common use of Option to Purchase ABL Obligations Clause in Contracts

Option to Purchase ABL Obligations. (i) Without prejudice to the enforcement of remedies by the ABL Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term Loan Obligations under the Term Loan Credit Agreement (an “Eligible Term Loan Purchaser”) (provided that, in the case of this Section 5.3(b), a Person meeting all eligibility standards contained in all relevant ABL Documents shall constitute an Eligible Term Loan Purchaser irrespective of whether such Person meets the eligibility standards contained in the Term Loan Documents), in each case, shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the ABL Secured Parties other than in respect of services giving rise to ABL Bank Product Obligations), at any time during the exercise period described in clause (iii) below of this Section 5.3(b), all, but not less than all, of the ABL Obligations (other than Excess ABL Obligations (unless such Eligible Term Loan Purchaser so elects in its sole discretion) and the ABL Obligations of a Defaulting ABL Secured Party), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Priority Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 5.3(b), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated. Any purchase pursuant to this Section 5.3(b)(i) shall be made as follows:

Option to Purchase ABL Obligations. (ia) Without prejudice to the enforcement of remedies by the The ABL Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of agrees that it will give the Term Loan Obligations under Agent written notice (the Term Loan Credit Agreement (an “Eligible Term Loan PurchaserABL Enforcement Notice”) (provided that, in the case of this Section 5.3(b), a Person meeting all eligibility standards contained in all relevant ABL Documents shall constitute an Eligible Term Loan Purchaser irrespective of whether such Person meets the eligibility standards contained in the Term Loan Documents), in each case, shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the ABL Secured Parties other than in respect of services giving rise to ABL Bank Product Obligations), at any time during the exercise period described in clause (iii) below of this Section 5.3(b), all, but not less than all, five Business Days prior to commencing any Enforcement Action with respect to Common Collateral or any acceleration of the ABL Obligations (other than Excess ABL Obligations (unless such Eligible Term Loan Purchaser so elects in its sole discretion) and the automatic acceleration of the ABL Obligations as a result of the commencement of an Insolvency Proceeding by or against any Loan Party) (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the ABL Agent is diligently pursuing in good faith such Enforcement Actions, or diligently attempting in good faith to vacate any stay of enforcement rights of the ABL Liens on all or a Defaulting material portion of the Common Collateral); provided, however, in the event of any Exigent Circumstance that results in any such acceleration or enforcement, the ABL Agent shall not be required to give such five Business Days’ notice and shall instead give such notice as soon as practicable. Any Term Secured Party shall have the option, by irrevocable written notice (the “ABL Purchase Notice”) delivered by the Term Agent to the ABL Agent no later than five Business Days after (i) the commencement of an Insolvency Proceeding by or against any Loan Party or (ii) receipt by the Term Agent of the ABL Enforcement Notice, to purchase all of the ABL Obligations from the ABL Secured Party)Parties. If the Term Agent so delivers the ABL Purchase Notice within five Business Days after the commencement of an Insolvency Proceeding by or against any Loan Party or receipt of the ABL Enforcement Notice, including all principal the ABL Agent shall not commence, or, if previously commenced, shall not continue, any Enforcement Actions, accelerate the ABL Obligations or exercise any other remedies under Article III of and accrued and unpaid interest and fees this Agreement, provided, that the ABL Purchase (as defined below) shall have been consummated on and all prepayment or acceleration penalties and premiums before the date specified in respect of all the ABL Priority Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to Purchase Notice in accordance with this Section 5.3(b), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated. Any purchase pursuant to this Section 5.3(b)(i) shall be made as follows:4.05.

Option to Purchase ABL Obligations. (i) Without prejudice to the enforcement of remedies by the ABL Collateral Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term Loan Obligations under the Term Loan Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term Loan Purchaser”) (provided that, in the case of this Section 5.3(b), a Person meeting all eligibility standards contained in all relevant ABL Documents shall constitute an Eligible Term Loan Purchaser irrespective of whether such Person meets the eligibility standards contained in the Term Loan Documents), in each case, shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the ABL Term Secured Parties other than in respect of services giving rise to ABL Bank Product ObligationsParties), at any time during the exercise period described in clause (iii) below of this Section 5.3(b3.4(h), all, but not less than all, of the ABL Obligations (other than Excess ABL Obligations (unless such Eligible Term Loan Purchaser so elects in its sole discretion) and the ABL Obligations of a Defaulting ABL Secured PartyParty (as defined below)), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Priority Obligations outstanding at the time of purchase; provided provided, that at the time of (and as a condition to) any purchase pursuant to this Section 5.3(b3.4(h), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminatedterminated in accordance with their terms. Any purchase pursuant to this Section 5.3(b)(i3.4(h)(i) shall be made as follows:: for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration or other prepayment penalties or premiums other than customary breakage costs), plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the respective Eligible Term Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.4, together with all facing fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues with respect to such letters of credit and bank guaranties; with the purchase price described in preceding clause (i)(1)(x) payable in cash on the date of purchase against transfer to the respective Eligible Term Purchaser or Eligible Term Purchasers (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the ABL Credit Agreement, in which case the purchase price described in preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Purchaser or Eligible Term Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the ABL Obligations); provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, from the cash collateral account described in clause (a)(3) below, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Purchaser or Eligible Term Purchasers; with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal to 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ obligation to pay amounts as provided in preceding clause (i)(l)(y), it being understood and agreed that (x) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y) upon any drawing under any letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3) which exceed 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear). Furthermore, at such time as all letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear; with the purchase price described in preceding clause (i)(1)(x) accompanied by a waiver by the Term Collateral Agent (on behalf of itself and the other Term Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h); with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Collateral Agent in accordance with their respective holdings of the various ABL Obligations; and with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the ABL Collateral Agent (with the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Purchaser or Eligible Term Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h). The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse the ABL Collateral Agent (who shall pay the respective issuing bank) the amount of deficiency.

Option to Purchase ABL Obligations. (i) Without prejudice to the enforcement of remedies by the ABL Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term Loan First-Lien Obligations under the Term Loan First-Lien Credit Agreement (an “Eligible Term Loan First-Lien Purchaser”) (provided that, in the case of this Section 5.3(b), a Person meeting all eligibility standards contained in all relevant ABL Documents shall constitute an Eligible Term Loan First-Lien Purchaser irrespective of whether such Person meets the eligibility standards contained in the Term Loan First-Lien Documents), in each case, shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the ABL Secured Parties other than in respect of services giving rise to ABL Bank Product Obligations), at any time during the exercise period described in clause (iii) below of this Section 5.3(b), all, but not less than all, of the ABL Obligations (other than Excess ABL Obligations (unless such Eligible Term Loan First-Lien Purchaser so elects in its sole discretion) and the ABL Obligations of a Defaulting ABL Secured Party), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Priority Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 5.3(b), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated. Any purchase pursuant to this Section 5.3(b)(i) shall be made as follows: