Common use of Option to Purchase Collateral Clause in Contracts

Option to Purchase Collateral. Notwithstanding anything to the contrary herein, in connection with any liquidation in full of the Collateral, including without limitation, (a) upon the termination of the Commitment following the occurrence and during the continuation of an Event of Default or (b) at the Stated Maturity, provided that, in the case of the Servicer, a Servicer Default described in clause (g) of the definition thereof, the Servicer, the Equityholder and/or any of their Affiliates shall, subject to the additional requirements set forth in this Section 7.03, have the right to purchase all (but not less than all) of the Loan Assets included in the Collateral at a purchase price at least equal to the sum of the-then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by giving written notice to the Borrower and the Administrative Agent (with a copy to the Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than 5:00 p.m. New York City time on the Stated Maturity or the date on which each of the Equity Investors and the Servicer receive notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable; provided that if notice of an Event of Default and termination of the Commitment is delivered by the Administrative Agent after 2:00 p.m. New York City time, the Exercise Notice shall be delivered not later than 9:00 a.m. New York City time on the Business Day immediately following the date of such notice. Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than 10 Business Days following delivery of the Exercise Notice or, if earlier, upon settlement of the loan transfers. The Administrative Agent shall not cause liquidation of the Loan Assets to occur during the time that the Servicer and Equityholder are entitled to provide an Exercise Notice. The sale of Collateral by a Loan Party as set forth in this Section 7.03 is not intended to be a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale under the UCC and the Borrower shall be required to deliver the Collateral to one legal buyer in accordance with market settlement procedures.

Option to Purchase Collateral. Notwithstanding anything to the contrary herein, in In connection with any liquidation in full of the Collateral, including without limitation, (a) upon the termination of the Commitment Commitments following the occurrence and during the continuation of an Event of Default or (b) at the Stated Maturity, Facility Maturity Date; provided that, that (1) the Servicer is not the defaulting party with respect to any such Event of Default and (2) the Servicer is not in the case breach of any material provision of the Servicer, a Servicer Default described in clause (g) of the definition thereofTransaction Documents, the Servicer, Servicer (or its designated Affiliate (other than the Equityholder and/or any of their Affiliates Borrower) or managed fund) shall, subject to the additional requirements set forth in this Section 7.03, have the right to commit to purchase all (but not less than all) of the Loan Assets included in the Collateral at a purchase price at least equal to the sum of the-the then accrued and outstanding Obligations, as reasonably determined by the Administrative AgentAgent (the “Exercise Notice Purchase Price”). Any such party The Servicer may exercise such right by giving providing written notice (the “Exercise Notice”) to the Borrower and the Administrative Agent (with a copy to the Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price the Exercise Notice Purchase Price and shall be delivered not later than 5:00 p.m. New York City time on the Stated Facility Maturity Date or the date on which each of the Equity Investors and the Servicer receive receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable; provided that if notice of an Event of Default and termination of the Commitment is delivered by the Administrative Agent after 2:00 p.m. New York City time, the Exercise Notice shall be delivered not later than 9:00 a.m. New York City time on the Business Day immediately following the date of such notice. Once an Exercise Notice is delivered given by the Servicer (subject to the Administrative Agentimmediately succeeding sentence), the delivering party Servicer (or its designated such Affiliate or managed fundfund designated in the Exercise Notice) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price Exercise Notice Purchase Price referenced abovein such Exercise Notice, for settlement within the normal settlement period for such Collateral. The cash purchase price Exercise Notice Purchase Price must be received by the Administrative Agent, or its designee, in immediately available funds no later than 10 ten (10) Business Days following delivery of the Exercise Notice hereunder, or, if earlier, upon the date of settlement of for such Collateral. In the loan transfers. The Administrative Agent shall not cause liquidation of the Loan Assets to occur during the time event that the Servicer and Equityholder are entitled Exercise Notice is not timely provided and/or the Exercise Notice Purchase Price is not timely received, each pursuant to provide an Exercise Notice. The sale of Collateral by a Loan Party as the conditions set forth in this Section 7.03 is not intended to be 7.03, the Administrative Agent may forthwith liquidate the Loan Assets and may, in its sole discretion, appoint a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale under the UCC and the Borrower shall be required to deliver the Collateral to one legal buyer in accordance with market settlement proceduresReplacement Servicer.

Option to Purchase Collateral. Notwithstanding anything to the contrary herein, in In connection with any sale or liquidation in full whole or in part of the CollateralCollateral pursuant to Section 7.02, including without limitation, (a) upon the termination of the Commitment Commitments following the occurrence and during the continuation of an Event of Default or (b) at the Stated Maturity, provided that, in the case of the Servicer, a Servicer Default described in clause (g) of the definition thereofFacility Maturity Date, the Servicer, the Equityholder and/or any of their Affiliates Transferor (or its designated Affiliate or managed fund) shall, subject to the additional requirements set forth in this Section 7.03, have the right to purchase all (but not less than all) of the Loan Assets included in the Collateral at a purchase price at least equal to the sum of the-the then accrued and outstanding Obligations, as reasonably determined by the Administrative AgentAgent (the “Exercise Notice Purchase Price”); provided that if either the Transferor or the Servicer is (1) the defaulting party with respect to any such Event of Default or (2) in breach of any material provision of this Agreement or any Transaction Document, any accrued and unpaid Prepayment Premium shall be included in the Exercise Notice Purchase Price. Any such party The Transferor may exercise such right by giving providing written notice (the “Exercise Notice”) to the Borrower and the Administrative Agent (with a copy to the Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price the Exercise Notice Purchase Price and shall be delivered not later than 5:00 p.m. New York City time on the Stated Facility Maturity Date or within two (2) Business Days of the date on which each of the Equity Investors and the Servicer receive Transferor receives written notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable; provided that if notice of an Event of Default and termination of the Commitment is delivered by the Administrative Agent after 2:00 p.m. New York City time, the Exercise Notice shall be delivered not later than 9:00 a.m. New York City time on the Business Day immediately following the date of such notice. Once an Exercise Notice is delivered given by the Transferor (subject to the Administrative Agentimmediately succeeding sentence), the delivering party Transferor (or its designated such Affiliate or managed fundfund designated in the Exercise Notice) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price Exercise Notice Purchase Price referenced abovein such Exercise Notice, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than 10 Business Days following delivery Neither the Administrative Agent nor the Collateral Agent shall assert any right or remedy in respect of the Exercise Notice or, if earlier, upon settlement of Collateral or cause the loan transfers. The Administrative Agent shall not cause liquidation or disposition of the Loan Assets to occur during the time that the Servicer and Equityholder are Transferor is entitled to provide an Exercise Notice. The sale Exercise Notice Purchase Price must be received by the Administrative Agent, or its designee, in immediately available funds no later than ten (10) Business Days following delivery of Collateral by a Loan Party as the Exercise Notice hereunder, or, if earlier, the date of settlement for such Collateral. In the event that the Exercise Notice is not timely provided and/or the Exercise Notice Purchase Price is not timely received, each pursuant to the conditions set forth in this Section 7.03 is not intended to be a foreclosure by 7.03, the Collateral Administrative Agent on any of may forthwith liquidate the Collateral pursuant to a public or private sale under the UCC and the Borrower shall be required to deliver the Collateral to one legal buyer in accordance with market settlement proceduresLoan Assets.

Option to Purchase Collateral. Notwithstanding anything to the contrary herein, in connection with any liquidation in full of the Collateral, including without limitation, (a) upon the termination of the Commitment following the occurrence and during the continuation of an Event of Default or (b) at the Stated MaturityScheduled Maturity Date, provided that, (x) in the case of each Equity Investor an Event of Default described in Section 8.01(l) of the Credit Agreement has not occurred with respect to such Equity Investor, and (y) in the case of the Servicer, a Servicer Warehouse Collateral Manager an Event of Default described in clause (gSection 8.01(l) of the definition thereofCredit Agreement has not occurred with respect to the Warehouse Collateral Manager, the Servicer, the Equityholder and/or each Equity Investor or any of their its Affiliates shall, subject to the additional requirements set forth in this Section 7.034.7, have the right to purchase all (but not less than all) of the Loan Warehouse Assets included in the Collateral at a purchase price at least equal to the sum of the-the then accrued outstanding Obligations (including, without limitation, all amounts payable under Section 6.2(a)(i), Section 6.2(a)(iv)(A) and outstanding ObligationsSection 6.2(a)(v)), as reasonably determined by the Administrative Agent. Any such party Each of the Equity Investors and the Warehouse Collateral Manager may exercise such right by giving written notice to the Borrower and the Administrative Agent (with a copy to the Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than 5:00 p.m. New York City time on the Stated Scheduled Maturity Date or the date on which each of the Equity Investors and the Servicer Warehouse Collateral Manager receive notice from the Administrative Agent of the occurrence of such Event of Default and termination of the CommitmentsCommitment, as applicable; provided that if the Equity Investors receive notice of an Event of Default and termination of the Commitment is delivered by from the Administrative Agent after 2:00 p.m. New York City time, the Exercise Notice shall be delivered not later than 9:00 a.m. New York City time on the Business Day immediately following the date of such notice. Once an Exercise Notice is delivered given by an Equity Investor or the Warehouse Collateral Manager (subject to the Administrative Agentimmediately succeeding sentence), the delivering party Equity Investor or the Warehouse Collateral Manager (or its designated Affiliate or managed fund) shall (subject to the immediately succeeding sentence) be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. If more than one of the Warehouse Collateral Manager and/or an Equity Investor submits an Exercise Notice, the party submitting the highest bid (as determined by the Administrative Agent) shall be the winning bidder. The cash purchase price must be received no later than 10 Business Days following delivery of the Exercise Notice or, if earlier, upon settlement of the loan transfers. The Administrative Agent shall not cause liquidation Liquidation of the Loan Warehouse Assets to occur during the time that the Servicer Equity Investors and Equityholder the Warehouse Collateral Manager are entitled to provide an Exercise Notice. The For the avoidance of doubt, (i) the sale of Collateral by a Loan Party the Borrower as set forth in this Section 7.03 4.7 is not intended to be a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale under the UCC and (ii) the Borrower Issuer shall be required to deliver the Collateral to one legal buyer in accordance with market settlement procedures.

Option to Purchase Collateral. Notwithstanding anything to the contrary herein, in In connection with any liquidation in full of the Collateral, including without limitation, (a) upon the termination of the Commitment Commitments following the occurrence and during the continuation of an Event of Default or (b) at the Stated Maturity, provided that, in the case of the Servicer, a Servicer Default described in clause (g) of the definition thereofFacility Maturity Date, the Servicer, Servicer (or its designated Affiliate (other than the Equityholder and/or any of their Affiliates Borrower) or managed fund) shall, subject to the additional requirements set forth in this Section 7.03, have the right to commit to purchase all (but not less than all) of the Loan Assets included in the Collateral at a purchase price at least equal to the sum of the-the then accrued and outstanding Obligations, as reasonably determined by the Administrative AgentAgent (the “Exercise Notice Purchase Price”). Any such party The Servicer may exercise such right by giving providing written notice (the “Exercise Notice”) to the Borrower and the Administrative Agent (with a copy to the Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price the Exercise Notice Purchase Price and shall be delivered not later than 5:00 p.m. New York City time on the Stated Facility Maturity Date or the date on which each of the Equity Investors and the Servicer receive receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable; provided that if notice of an Event of Default and termination of the Commitment is delivered by the Administrative Agent after 2:00 p.m. New York City time, the Exercise Notice shall be delivered not later than 9:00 a.m. New York City time on the Business Day immediately following the date of such notice. Once an Exercise Notice is delivered given by the Servicer (subject to the Administrative Agentimmediately succeeding sentence), the delivering party Servicer (or its designated such Affiliate or managed fundfund designated in the Exercise Notice) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price Exercise Notice Purchase Price referenced abovein such Exercise Notice, for settlement within the normal settlement period for such Collateral. The cash purchase price Exercise Notice Purchase Price must be received by the Administrative Agent, or its designee, in immediately available funds no later than 10 ten (10) Business Days following delivery of the Exercise Notice hereunder, or, if earlier, upon the date of settlement of the loan transfersfor such Collateral. The Administrative Agent shall not cause the liquidation of the Loan Assets to occur during the time that the Servicer and Equityholder are is entitled to provide an Exercise Notice. The sale of Collateral by a Loan Party as In the event that the Exercise Notice is not timely provided and/or the Exercise Notice Purchase Price is not timely received, each pursuant to the conditions set forth in this Section 7.03 is not intended to be 7.03, the Administrative Agent may forthwith liquidate the Loan Assets and may, in its sole discretion, appoint a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale under the UCC and the Borrower shall be required to deliver the Collateral to one legal buyer in accordance with market settlement proceduresReplacement Servicer.

Option to Purchase Collateral. Notwithstanding anything to the contrary herein, in connection with prior to any liquidation in full exercise of the Collateral, including without limitation, remedies pursuant to this Section 6.3 (a) upon the termination other than any exercise of the Commitment following the occurrence and during the continuation of remedies resulting from an Event of Default described in Section 6.1(f) or (b) at the Stated Maturity, provided that, in the case of the Servicer, a Servicer Default described in clause (g) of the definition thereof)), the Servicer, the Equityholder and/or any of their Affiliates Equity Holder or its designee shall, subject to the additional requirements set forth in this Section 7.036.3(h), have the right to purchase all (but not less than all) of the Loan Assets Collateral Loans included in the Collateral Portfolio at a purchase price at least equal to the sum of the-then accrued and outstanding Obligations, as reasonably determined by the Administrative AgentBlackstone Asset Based Finance Representative. Any such party Prior to any exercise of remedies pursuant to this Section 6.3 (other than any exercise of remedies resulting from an Event of Default described in Section 6.1(f) or (g)) the Blackstone Asset Based Finance Representative shall provide the Borrower and the Collateral Manager not less than three Business Days’ prior written notice, and the Equity Holder or its designee may exercise such right by giving written notice to the Borrower Borrower, the Blackstone Asset Based Finance Representative and the Administrative Agent (with a copy to the U.S. Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than 5:00 p.m. New York City time on the Stated Maturity or the date on which each of the Equity Investors and the Servicer receive notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable; provided that if notice of an Event of Default and termination of the Commitment is delivered by the Administrative Agent after 2:00 p.m. New York City time, the Exercise Notice shall be delivered not later than 9:00 a.m. New York City time on Business Day prior to the Business Day immediately following fixed by the date Blackstone Asset Based Finance Representative for the exercise of such noticeremedies. Once an Exercise Notice is delivered to the Administrative Agentdelivered, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the CollateralCollateral Loans, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than 10 Business Days following delivery of the Exercise Notice or, if earlier, upon settlement of the loan transfers. The Administrative Agent, the U.S. Collateral Agent and the Blackstone Asset Based Finance Representative shall not cause liquidation of the Loan Assets Collateral to occur during the time that the Servicer and Equityholder Equity Holder or its designee are entitled to provide an Exercise Notice. The sale of Collateral by a Loan Party Loans as set forth in this Section 7.03 6.3(h) is not intended to be a foreclosure by the a Collateral Agent on any of the Collateral pursuant to a public or private sale under the UCC and the Borrower shall be required to deliver the Collateral Loans to one legal buyer in accordance with market settlement procedures.

Option to Purchase Collateral. Notwithstanding anything to the contrary herein, in connection with any liquidation in full of the Collateral, including without limitation, (a) upon the termination of the Commitment following the occurrence and during the continuation of an Event of Default or (b) at the Stated Maturity, provided that, in the case of the Servicer, a Servicer Default described in clause (g) of the definition thereof, the Servicer, the Equityholder and/or any of their Affiliates shall, subject to the additional requirements set forth in this Section 7.03, have the right to purchase all (but not less than all) of the Loan Assets included in the Collateral at a purchase price at least equal to the sum of the-then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by giving written notice to the Borrower and the Administrative Agent (with a copy to the Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than 5:00 p.m. New York City time on the Stated Maturity or the date on which each of the Equity Investors and the Servicer Warehouse Collateral Manager receive notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable; provided that if notice of an Event of Default and termination of the Commitment is delivered by the Administrative Agent after 2:00 p.m. New York City time, the Exercise Notice shall be delivered not later than 9:00 a.m. New York City time on the Business Day immediately following the date of such notice. Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than 10 Business Days following delivery of the Exercise Notice or, if earlier, upon settlement of the loan transfers. The Administrative Agent shall not cause liquidation of the Loan Assets to occur during the time that the Servicer and Equityholder are entitled to provide an Exercise Notice. The sale of Collateral by a Loan Party as set forth in this Section 7.03 is not intended to be a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale under the UCC and the Borrower shall be required to deliver the Collateral to one legal buyer in accordance with market settlement procedures.

Option to Purchase Collateral. Notwithstanding anything to the contrary herein, in In connection with any liquidation in full of the Collateral, including without limitation, (a) upon the termination of the Commitment Commitments following the occurrence and during the continuation of an Event of Default or (b) at the Stated Maturity, provided that, in the case of the Servicer, a Servicer Default described in clause (g) of the definition thereofFacility Maturity Date, the Servicer, Servicer (or its designated Affiliate (other than the Equityholder and/or any of their Affiliates Borrower) or managed fund) shall, subject to the additional requirements set forth in this Section 7.037.03 and as long as (1) the Servicer is not the defaulting party with respect to any such Event of Default and (2) the Servicer is not in breach of any material provision of this Agreement or any Transaction Document, have the right to commit to purchase all (but not less than all) of the Loan Assets included in the Collateral at a purchase price at least equal to the sum of the-the then accrued and outstanding Obligations, as reasonably determined by the Administrative AgentAgent (the “Exercise Notice Purchase Price”). Any such party The Servicer may exercise such right by giving providing written notice (the “Exercise Notice”) to the Borrower and the Administrative Agent (with a copy to the Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price the Exercise Notice Purchase Price and shall be delivered not later than 5:00 p.m. New York City time on the Stated Maturity or second Business Day following the date on which each of the Equity Investors and the Servicer receive receives notice from the Administrative Agent of the declaration or automatic occurrence of such Event of Default the Facility Maturity Date and termination acceleration of the Commitments, as applicableObligations; provided that if notice of an Event of Default and termination acceleration of the Commitment Obligations is delivered by the Administrative Agent after 2:00 p.m. New York City time, the Exercise Notice shall be delivered not later than 9:00 a.m. New York City time on the third Business Day immediately following the date of such notice. Once an Exercise Notice is delivered given by the Servicer (subject to the Administrative Agentimmediately succeeding sentence), the delivering party Servicer (or its designated such Affiliate or managed fundfund designated in the Exercise Notice) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price Exercise Notice Purchase Price referenced abovein such Exercise Notice, for settlement within the normal settlement period for such Collateral. The cash purchase price Exercise Notice Purchase Price must be received by the Administrative Agent, or its designee, in immediately available funds no later than 10 ten (10) Business Days following delivery of the Exercise Notice hereunder, or, if earlier, upon the date of settlement of the loan transfersfor such Collateral. The Administrative Agent shall not cause the liquidation of the Loan Assets to occur during the time that the Servicer and Equityholder are is entitled to provide an Exercise Notice. The sale of Collateral by a Loan Party as In the event that the Exercise Notice is not timely provided and/or the Exercise Notice Purchase Price is not timely received, each pursuant to the conditions set forth in this Section 7.03 is not intended to be 7.03, the Administrative Agent may forthwith liquidate the Loan Assets and may, in its sole discretion, appoint a foreclosure by the Replacement Servicer. The Collateral Agent on shall have no liability for (i) selling Collateral to the Servicer (or its designated Affiliate (other than the Borrower) or managed fund) or (ii) any delay, failure or loss of value in liquidating Collateral as a result of the Collateral pursuant to a public or private sale under the UCC and the Borrower shall be required to deliver the Collateral to one legal buyer in accordance with market settlement proceduresrequirements above.