Common use of Purchase Notice Clause in Contracts

Purchase Notice. (a) The Purchasing Holders will deliver a purchase notice (the “Purchase Notice”) to the Priority Lien Agent no later than twenty (20) Business Days after the Purchase Event, that (1) is signed by the Purchasing Holders, (2) states that it is a Purchase Notice under this Article X, (3) states that each Purchasing Holder is irrevocably electing to purchase, in accordance with this Article X, the percentage of all of the Priority Lien Note Obligations stated in the Purchase Notice for that Purchasing Holder, which percentages must aggregate exactly 100% for all Purchasing Holders, (4) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among the Second Lien Secured Parties, and (5) designates a date (the “Purchase Date”) on which the purchase will occur, that is at least five (5) Business Days but not more than twenty (20) Business Days after the Priority Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.02, the Purchasing Holders will be irrevocably obligated to purchase, and the Priority Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Obligations in accordance with and subject to this Article X.

Purchase Notice. (a) The Second Lien Claimholders desiring to purchase all of the Purchase Obligations (the “Purchasing Holders Creditors”) will deliver a purchase notice (the a “Purchase Notice”) to the Priority each First Lien Agent no later than twenty that: (20) Business Days after the Purchase Event, that (1i) is signed by the Purchasing Holders, Creditors and sent within ten (210) Business Days of the Purchase Event, (ii) states that it is a Purchase Notice under this Article X, section 5, (3iii) states that each Purchasing Holder Creditor is irrevocably electing to purchase, in accordance with this Article Xsection 5, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing Holders, Creditors, (4iv) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among the Second Lien Secured PartiesClaimholders, and and (5v) designates a date (the a “Purchase Date”) on which the purchase will occur, that is at least five (5) Business Days occur promptly but not more than in any event within twenty (20) Business Days after the Priority each First Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority any First Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority First Lien Agent’s Agents’ receipt of an effective Purchase Notice conforming to this Section 10.02section 5.2, the Purchasing Holders Creditors will be irrevocably obligated to purchase, and the Priority First Lien Secured Parties Claimholders will be irrevocably obligated to sell, the Priority First Lien Note Obligations in accordance with and subject to this Article X.section 5.

Purchase Notice. The Second Lien Secured Parties desiring to purchase all the Purchase Obligations (athe “Purchasing Creditors”) The Purchasing Holders will deliver a purchase notice (the such notice, a “Purchase Notice”) to the Priority First Lien Controlling Agent no later than twenty that: (20) Business Days after the Purchase Event, that (1a) is signed by the Purchasing Holders, Creditors; (2b) states that it is a Purchase Notice under this Article X, 8; (3c) states that each Purchasing Holder Creditor is irrevocably electing to purchase, in accordance with this Article X8, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly to 100% for all Purchasing Holders, Creditors; (4d) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among the Second Lien Secured Parties, and ; and (5e) designates a date on which the purchase will occur (the “Purchase Date”) on which the purchase will occur), that is at least five (5) Business Days but not more than twenty ten (2010) Business Days after the Priority First Lien Controlling Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority First Lien Controlling Agent’s receipt of an effective Purchase Notice conforming to this Section 10.028.2, the Purchasing Holders Creditors will be irrevocably obligated to purchase, and the Priority First Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Purchase Obligations in accordance with and subject to this Article X.8.

Purchase Notice. (a) The Second Lien Creditors desiring to purchase all of the Purchase Obligations (the “Purchasing Holders Creditors”) will deliver a purchase written notice (the “Purchase Notice”) to the Priority First Lien Agent no later than twenty (20) three Business Days after before the Purchase Event, Deadline that (1) is signed by the Purchasing HoldersCreditors, (2) states that it is a Purchase Notice under this Article XSection 5, (3) states that each Purchasing Holder Creditor is irrevocably electing to purchase, in accordance with this Article XSection 5, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing HoldersCreditors, (4) represents contains a representation and warrants warranty by each Purchasing Creditor that the Purchase Notice is in conformity conforms with the Second Lien Documents and any other binding agreement among the Second Lien Secured PartiesCreditors, and (5) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that is at least five (5) Business Days but not more later than twenty (20) Business Days after the Priority Lien Agent’s receipt of the Purchase NoticeDeadline. A Purchase Notice will be ineffective if it is received by the Priority First Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.025.2, the Purchasing Holders Creditors will be irrevocably obligated to purchase, and the Priority First Lien Secured Parties Creditors will be irrevocably obligated to sell, the Priority First Lien Note Obligations in accordance with and subject to this Article X.Section 5. If so instructed by the Second Lien Creditors in the Purchase Notice, the First Lien Creditors shall not complete any Enforcement Action (other than (1) the exercise of control over any Obligor’s deposit or securities accounts, (2) the collection of proceeds of accounts and payment intangibles, and (3) Enforcement Actions taken under Exigent Circumstances), as long as the purchase and sale of the First Lien Obligations provided for in this Section 5 shall have closed, and the First Lien Creditors shall have received payment in full of the First Lien Obligations as provided for in Section 5.3, in each case by the date designated as the Purchase Date in the Purchase Notice.

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (athe “Purchasing Creditors”) The Purchasing Holders will deliver a purchase notice (the “Purchase Notice”) Notice to the Priority Senior Lien Agent no later than twenty that: (20) Business Days after the Purchase Event, that (1a) is signed by the Purchasing Holders, Creditors; (2b) states that it is a Purchase Notice under this Article X, 8; (3c) states that each Purchasing Holder Creditor is irrevocably electing to purchase, in accordance with this Article X8, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing Holders, Creditors; (4d) represents and warrants that the Purchase Notice is in conformity with the Second Junior Lien Documents and any other binding agreement among the Second Junior Lien Secured Parties, and ; and (5e) designates a date on which the purchase will occur (the “Purchase Date”) on which the purchase will occur), that is (x) at least five (5) Business Days but not more than twenty (20) ten Business Days after the Priority Senior Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Agent and (y) not more than twenty-five Business Days after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Event. Upon the Priority Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.028.2, the Purchasing Holders Creditors will be irrevocably obligated to purchase, and the Priority Senior Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Purchase Obligations in accordance with and subject to this Article X.8.

Purchase Notice. (a) The Second Lien Creditors desiring to purchase all of the Purchase Obligations (the “Purchasing Holders Creditors”) will deliver a purchase written notice (the “Purchase Notice”) to the Priority First Lien Agent no later than twenty (20) Business Days after the Purchase Event, that (1) is signed by the Purchasing HoldersCreditors, (2) states that it is a Purchase Notice under this Article XSection 5, (3) states that each Purchasing Holder Creditor is irrevocably electing to purchase, in accordance with this Article XSection 5, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing HoldersCreditors, (4) represents contains a representation and warrants warranty by each Purchasing Creditor that the Purchase Notice is in conformity conforms with the Second Lien Documents and any other binding agreement among the Second Lien Secured PartiesCreditors, and (5) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that is (x) at least five (5) Business Days 5 but not more than twenty (20) Business Days 10 days after the Priority First Lien Agent’s receipt of the Purchase Notice, and (y) not more than 15 days after the Purchase Event. A Purchase Notice will be ineffective if it is received by the Priority First Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.025.2, the Purchasing Holders Creditors will be irrevocably obligated to purchase, and the Priority First Lien Secured Parties Creditors will be irrevocably obligated to sell, the Priority First Lien Note Obligations in accordance with and subject to this Article X.Section 5. If so instructed by the Second Lien Creditors in the Purchase Notice, the First Lien Creditors shall not complete any Enforcement Action (other than (1) the exercise of control over any Obligor’s deposit or securities accounts, (2) the collection of proceeds of accounts and payment intangibles, and (3) Enforcement Actions taken under Exigent Circumstances), as long as the purchase and sale of the First Lien Obligations provided for in this Section 5 shall have closed within 10 days of the Second Lien Creditor’s delivery of a Purchase Notice to the First Lien Creditors and the First Lien Creditors shall have received payment in full of the First Lien Obligations as provided for in Section 5.3 within such 10 day period.

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (athe “Purchasing Creditors”) The Purchasing Holders will deliver a purchase notice (the “Purchase Notice”) Notice to the Priority Senior Lien Agent no later than twenty (20) Business Days after the Purchase Event, that (1) that: is signed by the Purchasing Holders, (2) Creditors; states that it is a Purchase Notice under this Article X, (3) 8; states that each Purchasing Holder Creditor is irrevocably (subject to a Purchase Rejection) electing to purchase, in accordance with this Article X8, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing Holders, (4) Creditors; represents and warrants that the Purchase Notice is in conformity with the Second Junior Lien Documents and any other binding agreement among the Second Junior Lien Secured Parties, ; and (5) designates a date on which the purchase will occur (the “Purchase Date”) on which the purchase will occur), that is (x) at least five (5) Business Days but not more than twenty (20) ten Business Days after the Priority Senior Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Agent and (y) not more than twenty-five Business Days after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Event. Upon the Priority Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.028.2, the Purchasing Holders Creditors will be irrevocably (subject to a Purchase Rejection) obligated to purchase, and the Priority Senior Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Purchase Obligations in accordance with and subject to this Article X.8.

Purchase Notice. (a) The Subordinated Lenders desiring to purchase all of the Purchase Obligations (the "Purchasing Holders Lenders") will deliver a purchase written notice (the “"Purchase Notice”") to the Priority Lien Senior Agent no later than twenty (20) Business Days after the Purchase Event, that (1) is signed by the Purchasing HoldersLenders, (2) states that it is a Purchase Notice under this Article XSection 5, (3) states that each Purchasing Holder Lender is irrevocably electing to purchase, in accordance with this Article XSection 5, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderLender, which percentages must aggregate exactly 100% for all Purchasing HoldersLenders, (4) represents contains a representation and warrants warranty by each Purchasing Lender that the Purchase Notice is in conformity conforms with the Second Lien Subordinated Loan Documents and any other binding agreement among the Second Lien Secured PartiesSubordinated Lenders, and (5) designates a purchase date (the “"Purchase Date”") on which the purchase will occur, that is at least five (5) Business Days 5 but not more than twenty (20) 10 Business Days after the Priority Lien Senior Agent’s 's receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Senior Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority Lien Senior Agent’s 's receipt of an effective Purchase Notice conforming to this Section 10.025.2, the Purchasing Holders Lenders will be irrevocably obligated to purchase, and the Priority Lien Secured Parties Senior Lenders will be irrevocably obligated to sell, the Priority Lien Note Obligations Senior Loans in accordance with and subject to this Article X.Section 5. If so instructed by the Subordinated Lenders in the Purchase Notice, the Senior Lenders shall not complete any Enforcement Action (other than (1) the exercise of control over any Credit Party's deposit or securities accounts, (2) the collection of proceeds of accounts and payment intangibles, and (3) Enforcement Actions taken under circumstances that the Senior Agent reasonably believes render necessary or appropriate an Enforcement Action to prevent or mitigate the destruction of, physical harm to, impairment of or decrease in value of the Collateral or the rights and interests of the Senior Lenders therein (including without limitation any loss of priority of the Liens of the Senior Lenders), as long as the purchase and sale of the Senior Loans provided for in this Section 5 shall have closed within 10 Business Days of the Subordinated Lender's delivery of a Purchase Notice to the Senior Lenders and the Senior Lenders shall have received payment in full of the Senior Loans as provided for in Section 5.3 within such 10 Business Day period.

Purchase Notice. (a) The Purchasing Holders Second Lien Creditor will deliver a purchase written notice (the “Purchase Notice”) to the Priority First Lien Agent no later than twenty (20) three Business Days after before the Purchase Event, Deadline that (1) is signed by the Purchasing HoldersSecond Lien Creditor, (2) states that it is a Purchase Notice under this Article XSection 5, (3) states that each Purchasing Holder the Second Lien Creditor is irrevocably electing to purchase, in accordance with this Article XSection 5, the percentage of all of the Priority Lien Note Obligations stated in the Purchase Notice for that Purchasing HolderObligations, which percentages must aggregate exactly 100% for all Purchasing Holders, and (4) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among the Second Lien Secured Parties, and (5) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that is at least five (5) Business Days but not more later than twenty (20) Business Days after the Priority Lien Agent’s receipt of the Purchase NoticeDeadline. A Purchase Notice will be ineffective if it is received by the Priority First Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.025.2, the Purchasing Holders Second Lien Creditor will be irrevocably obligated to purchase, and the Priority First Lien Secured Parties Creditors will be irrevocably obligated to sell, the Priority First Lien Note Obligations in accordance with and subject to this Article X.Section 5. If so instructed by the Second Lien Creditor in the Purchase Notice, the First Lien Creditors shall not complete any Enforcement Action (other than (1) the exercise of control over any Obligor’s deposit or securities accounts, (2) the collection of proceeds of accounts and payment intangibles, and (3) Enforcement Actions taken under Exigent Circumstances), as long as the purchase and sale of the First Lien Obligations provided for in this Section 5 shall have closed, and the First Lien Creditors shall have received payment in full of the First Lien Obligations as provided for in Section 5.3, in each case by the date designated as the Purchase Date in the Purchase Notice.

Purchase Notice. (aA) The Second Lien Claimholders desiring to purchase all of the Purchase Obligations (the “Purchasing Holders Creditors”) will deliver a purchase notice (the “Purchase Notice”) ” to the Priority Lien Administrative Agent no later than twenty (20) Business Days after and the Purchase Event, Borrowers that (1) is signed by the Purchasing HoldersCreditors, (2) states that it is a Purchase Notice under this Article X, (3) states that each Purchasing Holder Creditor is irrevocably electing to purchase, in accordance with this Article XSection 10.14(d), the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing HoldersCreditors, (4) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among the Second Lien Secured Parties, and (53) designates a date (the “Purchase Date”) ” on which the purchase will occur, that is (1) at least five (5) Business Days one but not more than twenty three (203) Business Days after the Priority Lien Administrative Agent’s receipt of the Purchase Notice, and (y) not more than thirty (30) days after the Purchase Event. A Purchase Notice will be ineffective if it is received by the Priority Lien Administrative Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (bB) Upon the Priority Lien Administrative Agent’s receipt of an effective Purchase Notice conforming to this Section 10.0210.14(d), the Purchasing Holders Creditors will be irrevocably obligated to purchase, and the Priority First Lien Secured Parties Claimholders will be irrevocably obligated to sell, the Priority First Lien Note Obligations in accordance with and subject to this Article X.Section 10.14(d).

Purchase Notice. The Second Lien Secured Parties desiring to purchase all the Purchase Obligations (athe “Purchasing Creditors”) The Purchasing Holders will deliver a purchase notice (the “Purchase Notice”) Notice to the Priority First Lien Agent no later than twenty that: (20) Business Days after the Purchase Event, that (1a) is signed by the Purchasing Holders, Creditors; (2b) states that it is a Purchase Notice under this Article X, 8; (3c) states that each Purchasing Holder Creditor is irrevocably electing to purchase, in accordance with this Article X8, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing Holders, Creditors; (4d) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among the Second Lien Secured Parties, and ; and (5e) designates a date on which the purchase will occur (the “Purchase Date”) on which the purchase will occur), that is (x) at least five (5) Business Days but not more than twenty (20) ten Business Days after the Priority First Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Agent and (y) not more than twenty-five Business Days after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Event. Upon the Priority First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.028.2, the Purchasing Holders Creditors will be irrevocably obligated to purchase, and the Priority First Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Purchase Obligations in accordance with and subject to this Article X.8.

Purchase Notice. Upon the Second Lien Agent’s receipt of a written notice from the First Lien Agent (the “Agent’s Notice”) that (a) The Purchasing Holders will deliver the First Lien Agent has accelerated the First Lien Obligations, (b) an Event of Default has occurred arising out of the failure to pay principal, interest or fees due on the First Lien Obligations and such Event of Default has not been cured or waived within 10 Business Days after the occurrence thereof, (c) any other Event of Default has occurred under the First Lien Documents and such Event of Default has not been cured or waived within 60 days after the occurrence thereof, or (d) an Insolvency Proceeding has commenced (each, a “Purchase Option Event”), the Second Lien Creditors shall have the option, but not the obligation, to purchase all, but not less than all, of the First Lien Obligations owing to the First Lien Creditors from the First Lien Creditors, and assume all, but not less than all, of the then existing funding commitments under the First Lien Documents by giving a written notice (the “Purchase Notice”) to the Priority First Lien Agent no later than twenty (20) the 10th Business Days Day after the Purchase Event, that (1) is signed receipt by the Purchasing Holders, (2) states that it is a Purchase Notice under this Article X, (3) states that each Purchasing Holder is irrevocably electing to purchase, in accordance with this Article X, the percentage of all of the Priority Lien Note Obligations stated in the Purchase Notice for that Purchasing Holder, which percentages must aggregate exactly 100% for all Purchasing Holders, (4) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among Agent of the Second Lien Secured Parties, and (5) designates a date Agent’s Notice (the “Purchase DateOption Period”) on which ). In the purchase will occur, event that is at least five (5) Business Days a Purchase Option Event occurs but not more than twenty (20) Business Days after the Priority First Lien Agent fails to provide an Agent’s receipt Notice, the purchasing Second Lien Creditors may issue a Purchase Notice without waiting for such Agent’s Notice to be given at any time prior to the end of the Purchase NoticeOption Period. A Purchase Notice will once delivered shall be ineffective if it is received by the Priority Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to existirrevocable. (b) Upon the Priority Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.02, the Purchasing Holders will be irrevocably obligated to purchase, and the Priority Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Obligations in accordance with and subject to this Article X.

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (athe “Purchasing Creditors”) The Purchasing Holders will deliver a purchase notice (the “Purchase Notice”) Notice to the Priority Designated Senior Lien Agent no later than twenty (20) Business Days after the Purchase Event, that (1) that: is signed by the Purchasing Holders, (2) Creditors; states that it is a Purchase Notice under this Article X, (3) 8; states that each Purchasing Holder Creditor is irrevocably (subject to a Purchase Rejection) electing to purchase, in accordance with this Article X8, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing Holders, (4) Creditors; represents and warrants that the Purchase Notice is in conformity with the Second Junior Lien Documents and any other binding agreement among the Second Junior Lien Secured Parties, ; and (5) designates a date on which the purchase will occur (the “Purchase Date”) on which the purchase will occur), that is (x) at least five (5) Business Days but not more than twenty (20) ten Business Days after the Priority Senior Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Agent and (y) not more than twenty-five Business Days after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Event. Upon the Priority Designated Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.028.2, the Purchasing Holders Creditors will be irrevocably (subject to a Purchase Rejection) obligated to purchase, and the Priority Senior Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Purchase Obligations in accordance with and subject to this Article X.8.

Purchase Notice. Upon the occurrence of any of the following, the First Lien Collateral Agent shall provide notice to the Second Lien Collateral Agent (the "Agent's Notice") that (i) First Lien Collateral Agent or any First Lien Lender has been contacted by the Borrower regarding (a) The Purchasing Holders will deliver the insolvency of the Borrower including, but not limited to a bankruptcy filing, (b) the restructuring of the Borrower's debt obligations, (c) providing additional financing to the Borrower including, but not limited to, debtor-in-possession financing, (ii) First Lien Collateral Agent takes or intends to take any Enforcement Action, (iii) a Non-Funding Event shall have occurred and remain continuing or (iv) an Insolvency or Liquidation Proceeding with respect to the Borrower has been commenced (each of (i) through (iv) above, a "Purchase Trigger"), the Second Lien Secured Parties (along with other potential lenders) shall have the option to purchase from the First Lien Secured Parties all of the First Lien Obligations owing to the First Lien Secured Parties by the Second Lien Collateral Agent giving a written notice (the “"Purchase Notice”") to the Priority First Lien Collateral Agent no later than twenty fifteen (2015) Business Days after the Purchase Event, that (1) is signed receipt by the Purchasing Holders, (2) states that it is a Purchase Notice under this Article X, (3) states that each Purchasing Holder is irrevocably electing to purchase, in accordance with this Article X, the percentage of all of the Priority Lien Note Obligations stated in the Purchase Notice for that Purchasing Holder, which percentages must aggregate exactly 100% for all Purchasing Holders, (4) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among Collateral Agent of the Agent's Notice. The Purchase Notice from the Second Lien Secured Parties, and (5) designates a date (the “Purchase Date”) on which the purchase will occur, that is at least five (5) Business Days but not more than twenty (20) Business Days after the Priority Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Collateral Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to existFirst Lien Collateral Agent shall be irrevocable. (b) Upon the Priority Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.02, the Purchasing Holders will be irrevocably obligated to purchase, and the Priority Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Obligations in accordance with and subject to this Article X.

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (athe “Purchasing Creditors”) The Purchasing Holders will deliver a purchase notice (the “Purchase Notice”) Notice to the Priority Senior Lien Agent no later than twenty that: (20) Business Days after the Purchase Event, that (1a) is signed by the Purchasing Holders, Creditors; (2b) states that it is a Purchase Notice under this Article X, 8; (3c) states that each Purchasing Holder Creditor is irrevocably (subject to a Purchase Rejection) electing to purchase, in accordance with this Article X8, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing Holders, Creditors; (4d) represents and warrants that the Purchase Notice is in conformity with the Second Junior Lien Documents and any other binding agreement among the Second Junior Lien Secured Parties, and ; and (5e) designates a date on which the purchase will occur (the “Purchase Date”) on which the purchase will occur), that is (x) at least five (5) Business Days but not more than twenty (20) ten Business Days after the Priority Senior Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Agent and (y) not more than twenty-five Business Days after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Event. Upon the Priority Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.028.2, the Purchasing Holders Creditors will be irrevocably (subject to a Purchase Rejection) obligated to purchase, and the Priority Senior Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Purchase Obligations in accordance with and subject to this Article X.8.

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (athe “Purchasing Creditors”) The Purchasing Holders will deliver a purchase notice (the “Purchase Notice”) Notice to the Priority Senior Lien Agent no later than twenty that: (20) Business Days after the Purchase Event, that (1a) is signed by the Purchasing Holders, Creditors; (2b) states that it is a Purchase Notice under this Article X, 8; (3c) states that each Purchasing Holder Creditor is irrevocably (subject to a Purchase Rejection) electing to purchase, in accordance with this Article X8, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing Holders, Creditors; US-DOCS\79710835.5 Senior Junior Intercreditor Agreement (4d) represents and warrants that the Purchase Notice is in conformity with the Second Junior Lien Documents and any other binding agreement among the Second Junior Lien Secured Parties, and ; and (5e) designates a date on which the purchase will occur (the “Purchase Date”) on which the purchase will occur), that is (x) at least five (5) Business Days but not more than twenty (20) ten Business Days after the Priority Senior Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Agent and (y) not more than twenty-five Business Days after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Event. Upon the Priority Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.028.2, the Purchasing Holders Creditors will be irrevocably (subject to a Purchase Rejection) obligated to purchase, and the Priority Senior Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Purchase Obligations in accordance with and subject to this Article X.8.

Purchase Notice. (a) The Purchasing Holders Purchasers desiring to purchase all of the Purchase Obligations will deliver a purchase written notice (the “Purchase Notice”) to the Priority Lien ABL Agent no later than twenty forty (2040) Business Days days after the occurrence of a Purchase Event, Event that (1) is signed by the Purchasing HoldersPurchasers, (2) states that it is a Purchase Notice under this Article XSection 5 and in the case of a Purchaser who is a nominee of a Term Loan Creditor, states that such Purchaser agrees to bound to the terms of this Agreement, (3) states that each Purchasing Holder Purchaser is irrevocably electing to purchase, in accordance with this Article XSection 5, the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderPurchaser, which percentages must aggregate exactly 100% for all Purchasing HoldersPurchasers, (4) represents contains a representation and warrants warranty by each Purchaser that the Purchase Notice is in conformity conforms with the Second Lien Term Loan Documents and any other binding agreement among the Second Lien Secured PartiesTerm Loan Creditors and any nominee of such Term Loan Creditors, and (5) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that is (x) at least one (1) but not more than five (5) Business Days but not more than twenty (20) Business Days after the Priority Lien ABL Agent’s receipt of the Purchase Notice, and (y) not more than 45 calendar days after the Purchase Event (unless such 45th day is not a Business Day in which event the period shall be extended to the next Business Day). A Purchase Notice will be ineffective if it is received by the Priority Lien ABL Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority Lien ABL Agent’s receipt of an effective Purchase Notice conforming to this Section 10.025.2, the Purchasing Holders Purchasers will be irrevocably obligated to purchase, and the Priority Lien Secured Parties ABL Creditors will be irrevocably obligated to sell, the Priority Lien Note ABL Obligations (other than the Excess ABL Obligations) in accordance with and subject to this Article X.Section 5. If so instructed by the Purchasers in the Purchase Notice, the ABL Creditors shall not complete any Enforcement Action (other than (1) the exercise of control over any Obligor’s deposit or securities accounts, (2) the collection of proceeds of accounts and payment intangibles, and (3) Enforcement Actions taken under circumstances that the ABL Agent reasonably believes necessary or appropriate to prevent or mitigate the destruction of, physical harm to, impairment of or material decrease in value of the Collateral or the rights and interests of the ABL Creditors therein (including without limitation any loss of priority of the Liens of the ABL Creditors)), so long as the purchase and sale of the ABL Obligations provided for in this Section 5 shall have closed within five (5) Business Days of the Purchasers’ delivery of a Purchase Notice to the ABL Creditors and the ABL Creditors shall have received payment in full of the ABL Obligations as provided for in Section 5.3 within such five (5) Business Day period.

Purchase Notice. (a) The Second Lien Claimholders desiring to purchase all of the Purchase Obligations (the “Purchasing Holders Creditors”) will deliver a purchase notice (the “Purchase Notice”) Notice to the Priority First Lien Agent no later than twenty (20) Business Days after the Purchase Event, that (1i) is signed by the Purchasing HoldersCreditors, (2) states that it is a Purchase Notice under this Article XVI, (3ii) states that each Purchasing Holder Creditor is irrevocably electing to purchase, in accordance with this Article XVI, (iii) the percentage of all of the Priority Lien Note Purchase Obligations stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing HoldersCreditors, (4iv) represents and warrants that the Purchase Notice is in conformity with the Second Lien Loan Documents and any other binding agreement among the Second Lien Secured PartiesClaimholders, and (5v) designates a date (the “Purchase Date”) ” on which the purchase will occur, that is (x) at least five (5) Business Days but not more than twenty (20) fifteen Business Days after the Priority First Lien Agent’s receipt of the Purchase Notice, and (y) not more than sixty days after Second Lien Agent receives written notice of the Purchase Event. A Purchase Notice will be ineffective if it is received by the Priority First Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.026.2, the Purchasing Holders Creditors will be irrevocably obligated to purchase, and the Priority First Lien Secured Parties Creditors will be irrevocably obligated to sell, the Priority First Lien Note Obligations in accordance with and subject to this Article X.VI.

Purchase Notice. (a) The Purchasing Holders will deliver a Indenture Secured Parties desiring to purchase notice all of the First Priority Claims (the “Purchase NoticePurchasing Creditors”) will deliver notice to the Priority Lien Administrative Agent no later than twenty five (205) Business Days after receipt of notice from the Administrative Agent of a Purchase Event, Event giving rise to the purchase option under this Article IX that (1) is signed by the Purchasing HoldersCreditors, (2) states that it is a Purchase Notice under this Article XIX, (3) states that each Purchasing Holder Creditor is irrevocably electing to purchase, in accordance with this Article XIX, the percentage of all of the First Priority Lien Note Obligations Claims stated in the Purchase Notice for that Purchasing HolderCreditor, which percentages must aggregate exactly 100% for all Purchasing HoldersCreditors, (4) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among the Second Lien Secured Partiesterms hereof, and (5) designates a date (the “Purchase Date”) on which the purchase will occur, that is at least not more than five (5) Business Days but not more than twenty (20) Business Days after the Priority Lien Agent’s receipt of the Purchase Notice. Notice (the “Purchase Date”). (b) A Purchase Notice will be ineffective if it is received by the Priority Lien Administrative Agent after the occurrence giving rise to the Purchase Event is waived, cured, cured or otherwise ceases to exist. (bc) Upon the Priority Lien Administrative Agent’s receipt of an effective Purchase Notice conforming to this Section 10.029.02, the Purchasing Holders Creditors will be irrevocably obligated to purchase, and the Priority Lien Credit Facility Secured Parties will be irrevocably obligated to sell, the First Priority Lien Note Obligations Claims in accordance with and subject to this Article X.IX. (d) Following the Administrative Agent’s receipt of an effective Purchase Notice, the Administrative Agent shall not commence any Enforcement Action to sell or otherwise realize upon the Credit Facility Collateral; provided, that, the purchase and sale with respect to the First Priority Claims provided for herein shall have closed within five (5) Business Days thereafter.