Common use of Purchase Notice Clause in Contracts

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (the “Purchasing Creditors”) will deliver a Purchase Notice to the Senior Lien Agent that: (a) is signed by the Purchasing Creditors; (b) states that it is a Purchase Notice under this Article 8; (c) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Article 8, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; (d) represents and warrants that the Purchase Notice is in conformity with the Junior Lien Documents and any other binding agreement among Junior Lien Secured Parties; and (e) designates a date on which the purchase will occur (the “Purchase Date”), that is (x) at least five but not more than ten Business Days after the Senior Lien Agent’s receipt of the Purchase Notice and (y) not more than twenty-five Business Days after the Purchase Event. Upon the Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.2, the Purchasing Creditors will be irrevocably obligated to purchase, and the Senior Lien Secured Parties will be irrevocably obligated to sell, the Purchase Obligations in accordance with and subject to this Article 8.

Purchase Notice. The Junior Second Lien Secured Parties desiring to purchase all the Purchase Obligations (the “Purchasing Creditors”) will deliver a notice (such notice, a “Purchase Notice Notice”) to the Senior First Lien Controlling Agent that: (a) is signed by the Purchasing Creditors; (b) states that it is a Purchase Notice under this Article 8; (c) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Article 8, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly to 100% for all Purchasing Creditors; (d) represents and warrants that the Purchase Notice is in conformity with the Junior Second Lien Documents and any other binding agreement among Junior Second Lien Secured Parties; and (e) designates a date on which the purchase will occur (the “Purchase Date”), that is (x) at least five (5) but not more than ten (10) Business Days after the Senior First Lien Controlling Agent’s receipt of the Purchase Notice and (y) not more than twenty-five Business Days after the Purchase EventNotice. Upon the Senior First Lien Controlling Agent’s receipt of an effective Purchase Notice conforming to this Section 8.2, the Purchasing Creditors will be irrevocably obligated to purchase, and the Senior First Lien Secured Parties will be irrevocably obligated to sell, the Purchase Obligations in accordance with and subject to this Article 8.

Purchase Notice. (a) The Junior Lien Secured Parties desiring to Purchasing Holders will deliver a purchase all the Purchase Obligations notice (the “Purchasing CreditorsPurchase Notice”) will deliver a Purchase Notice to the Senior Priority Lien Agent that: no later than twenty (a20) Business Days after the Purchase Event, that (1) is signed by the Purchasing Creditors; Holders, (b2) states that it is a Purchase Notice under this Article 8; X, (c3) states that each Purchasing Creditor Holder is irrevocably electing to purchase, in accordance with this Article 8X, the percentage of all of the Purchase Priority Lien Note Obligations stated in the Purchase Notice for that Purchasing CreditorHolder, which percentages must aggregate exactly 100% for all Purchasing Creditors; Holders, (d4) represents and warrants that the Purchase Notice is in conformity with the Junior Second Lien Documents and any other binding agreement among Junior the Second Lien Secured Parties; and , and (e5) 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 ten twenty (20) Business Days after the Senior Priority Lien Agent’s receipt of the Purchase Notice. A Purchase Notice and (y) not more than twenty-five Business Days will be ineffective if it is received by the Priority Lien Agent after the occurrence giving rise to the Purchase Event. Event is waived, cured, or otherwise ceases to exist. (b) Upon the Senior Priority Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.210.02, the Purchasing Creditors Holders will be irrevocably obligated to purchase, and the Senior Priority Lien Secured Parties will be irrevocably obligated to sell, the Purchase Priority Lien Note Obligations in accordance with and subject to this Article 8.X.

Purchase Notice. (a) The Junior Second Lien Secured Parties desiring to purchase all the Purchase Obligations Creditor will deliver a written notice (the “Purchasing CreditorsPurchase Notice”) will deliver a Purchase Notice to the Senior First Lien Agent that: no later than three Business Days before the Purchase Deadline that (a1) is signed by the Purchasing Creditors; Second Lien Creditor, (b2) states that it is a Purchase Notice under this Article 8; Section 5, (c3) states that each Purchasing the Second Lien Creditor is irrevocably electing to purchase, in accordance with this Article 8Section 5, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing CreditorObligations, which percentages must aggregate exactly 100% for all Purchasing Creditors; and (d) represents and warrants that the Purchase Notice is in conformity with the Junior Lien Documents and any other binding agreement among Junior Lien Secured Parties; and (e4) designates a purchase date on which the purchase will occur (the “Purchase Date”)) on which the purchase will occur, that is (x) at least five but not more later than ten Business Days the Purchase Deadline. A Purchase Notice will be ineffective if it is received by the First Lien Agent after the Senior Lien Agent’s receipt of occurrence giving rise to the Purchase Notice and Event is waived, cured, or otherwise ceases to exist. (yb) not more than twenty-five Business Days after the Purchase Event. Upon the Senior First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.25.2, the Purchasing Creditors Second Lien Creditor will be irrevocably obligated to purchase, and the Senior First Lien Secured Parties Creditors will be irrevocably obligated to sell, the Purchase First Lien Obligations in accordance with and subject to this Article 8Section 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. The Junior Lien Secured Parties desiring to purchase all Upon the Purchase Obligations (the “Purchasing Creditors”) will deliver a Purchase Notice to the Senior Lien Agent that: (a) is signed by the Purchasing Creditors; (b) states that it is a Purchase Notice under this Article 8; (c) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Article 8, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; (d) represents and warrants that the Purchase Notice is in conformity with the Junior Lien Documents and any other binding agreement among Junior Lien Secured Parties; and (e) designates a date on which the purchase will occur (the “Purchase Date”), that is (x) at least five but not more than ten Business Days after the Senior Second Lien Agent’s receipt of a written notice from the Purchase Notice First Lien Agent (the “Agent’s Notice”) that (a) 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 (y) such Event of Default has not more than twenty-five 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. Upon ”), the Senior 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 First Lien Agent no later than the 10th Business Day after receipt by the Second Lien Agent of the Agent’s receipt of Notice (the “Purchase Option Period”). In the event that a Purchase Option Event occurs but First Lien Agent fails to provide an effective Agent’s Notice, the purchasing Second Lien Creditors may issue a Purchase Notice conforming without waiting for such Agent’s Notice to this Section 8.2, be given at any time prior to the Purchasing Creditors will be irrevocably obligated to purchase, and the Senior Lien Secured Parties will be irrevocably obligated to sell, end of the Purchase Obligations in accordance with and subject to this Article 8Option Period. A Purchase Notice once delivered shall be irrevocable.

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (the “Purchasing Creditors”) will deliver a Purchase Notice to the Senior Lien Agent that: (a) is signed by the Purchasing Creditors; (b) states that it is a Purchase Notice under this Article 8; (c) states that each Purchasing Creditor is irrevocably (subject to a Purchase Rejection) electing to purchase, in accordance with this Article 8, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; (d) represents and warrants that the Purchase Notice is in conformity with the Junior Lien Documents and any other binding agreement among Junior Lien Secured Parties; and (e) designates a date on which the purchase will occur (the “Purchase Date”), that is (x) at least five but not more than ten Business Days after the Senior Lien Agent’s receipt of the Purchase Notice and (y) not more than twenty-five Business Days after the Purchase Event. Upon the Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.2, the Purchasing Creditors will be irrevocably (subject to a Purchase Rejection) obligated to purchase, and the Senior Lien Secured Parties will be irrevocably obligated to sell, the Purchase Obligations in accordance with and subject to this Article 8.

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (the “Purchasing Creditors”) will deliver a Purchase Notice to the Designated Senior Lien Agent that: (a) : is signed by the Purchasing Creditors; (b) ; states that it is a Purchase Notice under this Article 8; (c) ; states that each Purchasing Creditor is irrevocably (subject to a Purchase Rejection) electing to purchase, in accordance with this Article 8, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; (d) ; represents and warrants that the Purchase Notice is in conformity with the Junior Lien Documents and any other binding agreement among Junior Lien Secured Parties; and (e) and designates a date on which the purchase will occur (the “Purchase Date”), that is (x) at least five but not more than ten Business Days after the Senior Lien Agent’s receipt of the Purchase Notice and (y) not more than twenty-five Business Days after the Purchase Event. Upon the Designated Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.2, the Purchasing Creditors will be irrevocably (subject to a Purchase Rejection) obligated to purchase, and the Senior Lien Secured Parties will be irrevocably obligated to sell, the Purchase Obligations in accordance with and subject to this Article 8.

Purchase Notice. (a) The Junior Second Lien Secured Parties Creditors desiring to purchase all of the Purchase Obligations (the “Purchasing Creditors”) will deliver a written notice (the “Purchase Notice Notice”) to the Senior First Lien Agent that: that (a1) is signed by the Purchasing Creditors; , (b2) states that it is a Purchase Notice under this Article 8; Section 5, (c3) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Article 8Section 5, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; , (d4) represents contains a representation and warrants warranty by each Purchasing Creditor that the Purchase Notice is in conformity conforms with the Junior Second Lien Documents and any other binding agreement among Junior the Second Lien Secured Parties; and Creditors, and (e5) designates a purchase date on which the purchase will occur (the “Purchase Date”)) on which the purchase will occur, that is (x) at least five 5 but not more than ten Business Days 10 days after the Senior First Lien Agent’s receipt of the Purchase Notice Notice, and (y) not more than twenty-five Business Days 15 days after the Purchase Event. A Purchase Notice will be ineffective if it is received by the First Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Senior First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.25.2, the Purchasing Creditors will be irrevocably obligated to purchase, and the Senior First Lien Secured Parties Creditors will be irrevocably obligated to sell, the Purchase First Lien Obligations in accordance with and subject to this Article 8Section 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. (a) The Junior Lien Secured Parties Subordinated Lenders desiring to purchase all of the Purchase Obligations (the “"Purchasing Creditors”Lenders") will deliver a written notice (the "Purchase Notice Notice") to the Senior Lien Agent that: that (a1) is signed by the Purchasing Creditors; Lenders, (b2) states that it is a Purchase Notice under this Article 8; Section 5, (c3) states that each Purchasing Creditor Lender is irrevocably electing to purchase, in accordance with this Article 8Section 5, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing CreditorLender, which percentages must aggregate exactly 100% for all Purchasing Creditors; Lenders, (d4) represents contains a representation and warrants warranty by each Purchasing Lender that the Purchase Notice is in conformity conforms with the Junior Lien Subordinated Loan Documents and any other binding agreement among Junior Lien Secured Parties; and the Subordinated Lenders, and (e5) designates a purchase date (the "Purchase Date") on which the purchase will occur (the “Purchase Date”)occur, that is (x) at least five 5 but not more than ten 10 Business Days after the Senior Lien Agent’s 's receipt of the Purchase Notice. A Purchase Notice and (y) not more than twenty-five Business Days will be ineffective if it is received by the Senior Agent after the occurrence giving rise to the Purchase Event. Event is waived, cured, or otherwise ceases to exist. (b) Upon the Senior Lien Agent’s 's receipt of an effective Purchase Notice conforming to this Section 8.25.2, the Purchasing Creditors Lenders will be irrevocably obligated to purchase, and the Senior Lien Secured Parties Lenders will be irrevocably obligated to sell, the Purchase Obligations Senior Loans in accordance with and subject to this Article 8Section 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 Junior Lien Secured Parties Purchasers desiring to purchase all of the Purchase Obligations will deliver a written notice (the “Purchasing CreditorsPurchase Notice”) will deliver to the ABL Agent no later than forty (40) days after the occurrence of a Purchase Notice to the Senior Lien Agent that: Event that (a1) is signed by the Purchasing Creditors; Purchasers, (b2) states that it is a Purchase Notice under this Article 8; Section 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, (c3) states that each Purchasing Creditor Purchaser is irrevocably electing to purchase, in accordance with this Article 8Section 5, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing CreditorPurchaser, which percentages must aggregate exactly 100% for all Purchasing Creditors; Purchasers, (d4) represents contains a representation and warrants warranty by each Purchaser that the Purchase Notice is in conformity conforms with the Junior Lien Term Loan Documents and any other binding agreement among Junior Lien Secured Parties; and the Term Loan Creditors and any nominee of such Term Loan Creditors, and (e5) designates a purchase date on which the purchase will occur (the “Purchase Date”)) on which the purchase will occur, that is (x) at least five one (1) but not more than ten five (5) Business Days after the Senior Lien ABL Agent’s receipt of the Purchase Notice Notice, and (y) not more than twenty-five Business Days 45 calendar days after the Purchase EventEvent (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 ABL Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Senior Lien ABL Agent’s receipt of an effective Purchase Notice conforming to this Section 8.25.2, the Purchasing Creditors Purchasers will be irrevocably obligated to purchase, and the Senior Lien Secured Parties ABL Creditors will be irrevocably obligated to sell, the Purchase ABL Obligations (other than the Excess ABL Obligations) in accordance with and subject to this Article 8Section 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. The Junior Lien (a) Indenture Secured Parties desiring to purchase all of the Purchase Obligations First Priority Claims (the “Purchasing Creditors”) will deliver notice to the Administrative Agent no later than five (5) Business Days after receipt of notice from the Administrative Agent of a Purchase Notice Event giving rise to the Senior Lien Agent that: purchase option under this Article IX that (a1) is signed by the Purchasing Creditors; , (b2) states that it is a Purchase Notice under this Article 8; IX, (c3) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Article 8IX, the percentage of all of the Purchase Obligations First Priority Claims stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; , (d4) represents and warrants that the Purchase Notice is in conformity with the Junior Lien Documents terms hereof, and any other binding agreement among Junior Lien Secured Parties; and (e5) designates a date on which the purchase will occur occur, that is not more than five (5) Business Days after the receipt of the Purchase Notice (the “Purchase Date”), that . (b) A Purchase Notice will be ineffective if it is (x) at least five but not more than ten Business Days received by the Administrative Agent after the Senior Lien Agent’s receipt of occurrence giving rise to the Purchase Notice and Event is waived, cured or otherwise ceases to exist. (yc) not more than twenty-five Business Days after the Purchase Event. Upon the Senior Lien Administrative Agent’s receipt of an effective Purchase Notice conforming to this Section 8.29.02, the Purchasing Creditors will be irrevocably obligated to purchase, and the Senior Lien Credit Facility Secured Parties will be irrevocably obligated to sell, the Purchase Obligations First Priority Claims in accordance with and subject to this Article 8IX. (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.

Purchase Notice. The Junior Second Lien Secured Parties desiring to purchase all the Purchase Obligations (the “Purchasing Creditors”) will deliver a Purchase Notice to the Senior First Lien Agent that: (a) is signed by the Purchasing Creditors; (b) states that it is a Purchase Notice under this Article 8; (c) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Article 8, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; (d) represents and warrants that the Purchase Notice is in conformity with the Junior Second Lien Documents and any other binding agreement among Junior Second Lien Secured Parties; and (e) designates a date on which the purchase will occur (the “Purchase Date”), that is (x) at least five but not more than ten Business Days after the Senior First Lien Agent’s receipt of the Purchase Notice and (y) not more than twenty-five Business Days after the Purchase Event. Upon the Senior First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.2, the Purchasing Creditors will be irrevocably obligated to purchase, and the Senior First Lien Secured Parties will be irrevocably obligated to sell, the Purchase Obligations in accordance with and subject to this Article 8.

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (the “Purchasing Creditors”) will deliver a Purchase Notice to the Senior Lien Agent that: (a) is signed by the Purchasing Creditors; (b) states that it is a Purchase Notice under this Article 8; (c) states that each Purchasing Creditor is irrevocably (subject to a Purchase Rejection) electing to purchase, in accordance with this Article 8, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors;; US-DOCS\79710835.5 Senior Junior Intercreditor Agreement (d) represents and warrants that the Purchase Notice is in conformity with the Junior Lien Documents and any other binding agreement among Junior Lien Secured Parties; and (e) designates a date on which the purchase will occur (the “Purchase Date”), that is (x) at least five but not more than ten Business Days after the Senior Lien Agent’s receipt of the Purchase Notice and (y) not more than twenty-five Business Days after the Purchase Event. Upon the Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.2, the Purchasing Creditors will be irrevocably (subject to a Purchase Rejection) obligated to purchase, and the Senior Lien Secured Parties will be irrevocably obligated to sell, the Purchase Obligations in accordance with and subject to this Article 8.

Purchase Notice. The Junior (A) Second Lien Secured Parties Claimholders desiring to purchase all of the Purchase Obligations (the “Purchasing Creditors”) will deliver a “Purchase Notice Notice” to the Senior Lien Administrative Agent that: and the Borrowers that (a1) is signed by the Purchasing Creditors; , (b) states that it is a Purchase Notice under this Article 8; (c2) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Article 8Section 10.14(d), the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; , (d) represents and warrants that the Purchase Notice is in conformity with the Junior Lien Documents and any other binding agreement among Junior Lien Secured Parties; and (e3) designates a date “Purchase Date” on which the purchase will occur (the “Purchase Date”)occur, that is (x1) at least five one but not more than ten three (3) Business Days after the Senior Lien Administrative Agent’s receipt of the Purchase Notice Notice, and (y) not more than twenty-five Business Days thirty (30) days after the Purchase Event. A Purchase Notice will be ineffective if it is received by the Administrative Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (B) Upon the Senior Lien Administrative Agent’s receipt of an effective Purchase Notice conforming to this Section 8.210.14(d), the Purchasing Creditors will be irrevocably obligated to purchase, and the Senior First Lien Secured Parties Claimholders will be irrevocably obligated to sell, the Purchase First Lien Obligations in accordance with and subject to this Article 8Section 10.14(d).

Purchase Notice. The Junior (a) Second Lien Secured Parties Claimholders desiring to purchase all of the Purchase Obligations (the “Purchasing Creditors”) will deliver a Purchase Notice to the Senior First Lien Agent that: that (ai) is signed by the Purchasing Creditors; (b) , states that it is a Purchase Notice under this Article 8; VI, (cii) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Article 8VI, (iii) the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; , (div) represents and warrants that the Purchase Notice is in conformity with the Junior Second Lien Loan Documents and any other binding agreement among Junior Second Lien Secured Parties; and Claimholders, and (ev) designates a date “Purchase Date” on which the purchase will occur (the “Purchase Date”)occur, that is (x) at least five but not more than ten fifteen Business Days after the Senior First Lien Agent’s receipt of the Purchase Notice Notice, and (y) not more than twenty-five Business Days sixty days after Second Lien Agent receives written notice of the Purchase Event. A Purchase Notice will be ineffective if it is received by First Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Senior First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.26.2, the Purchasing Creditors will be irrevocably obligated to purchase, and the Senior First Lien Secured Parties Creditors will be irrevocably obligated to sell, the Purchase First Lien Obligations in accordance with and subject to this Article 8VI.

Purchase Notice. The Junior Lien Secured Parties desiring to purchase all the Purchase Obligations (the “Purchasing Creditors”) will deliver a Purchase Notice to the Senior Lien Agent that: (a) : is signed by the Purchasing Creditors; (b) ; states that it is a Purchase Notice under this Article 8; (c) ; states that each Purchasing Creditor is irrevocably (subject to a Purchase Rejection) electing to purchase, in accordance with this Article 8, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors; (d) ; represents and warrants that the Purchase Notice is in conformity with the Junior Lien Documents and any other binding agreement among Junior Lien Secured Parties; and (e) and designates a date on which the purchase will occur (the “Purchase Date”), that is (x) at least five but not more than ten Business Days after the Senior Lien Agent’s receipt of the Purchase Notice and (y) not more than twenty-five Business Days after the Purchase Event. Upon the Senior Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 8.2, the Purchasing Creditors will be irrevocably (subject to a Purchase Rejection) obligated to purchase, and the Senior Lien Secured Parties will be irrevocably obligated to sell, the Purchase Obligations in accordance with and subject to this Article 8.