Common use of Purchase Notice Clause in Contracts

Purchase Notice. Within ten (10) Business Days after (i) each date, if any, that the Revolving Agent delivers a notice to the Term Loan Agent stating that an Event of Default has occurred and is continuing under the Revolving Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend to (x) commence an Enforcement Action (it being agreed to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action with respect to all or any portion of the Revolving Loan Collateral) no less than five (5) days prior to the actual commencement of such Enforcement Action, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent), (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of any such event described in clauses (i) — (iv) is referred to herein as a “Trigger Event”), one or more Term Loan Lenders (and/or, at the election of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an option to purchase from the Revolving Loan Creditors all, but not less than all, of the Revolving Loan Obligations owing to them at par and provide the Required Cash Collateral by giving a written notice (the “Purchase Notice”) to the Revolving Agent prior to the expiration of such ten (10) Business Day period. The Purchase Notice from the applicable Term Loan Lenders, on behalf of the Term Loan Purchasers, to the Revolving Agent shall be irrevocable. If no such Purchase Notice is received from a Term Loan Lender, with respect to any Trigger Event, within such ten (10) Business Day period, the option granted pursuant to this Section 6 with respect to such Trigger Event to such Term Loan Lender to purchase such Revolving Loan Obligations shall irrevocably expire and such Term Loan Lender shall have no further rights under this Section 6 with respect to such Trigger Event.

Purchase Notice. Within ten (10) Business Days after (i) each date, if any, that the Revolving Agent delivers a notice to the The Closing Date Term Loan Agent stating that an Lenders shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event of Default has occurred (and so long as such Purchase Option Trigger Event is continuing under on the Revolving date the Closing Date Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend Lenders exercise such option), to (x) commence an Enforcement Action (it being agreed to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action with respect to all or any portion of the Revolving Loan Collateral) no less than five (5) days prior to the actual commencement of such Enforcement Action, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent), (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of any such event described in clauses (i) — (iv) is referred to herein as a “Trigger Event”), one or more Term Loan Lenders (and/or, at the election of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an option to purchase from the Priority Revolving Loan Creditors Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Obligations and Commitments referred to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Obligations owing to them at par and provide the Required Cash Collateral by Lenders giving a written notice (the “Purchase Notice”) to the Borrower, the Administrative Agent and the Priority Revolving Agent prior (who shall in turn promptly deliver such notice to the expiration of such ten (10) Business Day periodeach Priority Revolving Lender). The A Purchase Notice from the applicable Term Loan Lenders, on behalf of the Term Loan Purchasers, to the Revolving Agent once delivered shall be irrevocable. If no such Purchase Notice is received from a Term Loan Lender, with respect to any Trigger Event, within such ten (10) Business Day period, the option granted pursuant to this Section 6 with respect to such Trigger Event to such Term Loan Lender to purchase such Revolving Loan Obligations shall irrevocably expire and such Each Closing Date Term Loan Lender shall have no further the right to purchase and assume its pro rata share of the Subject Obligations, and the Closing Date Term Loan Lenders exercising such rights under this Section 6 with respect may exercise the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to such Trigger Eventall Subject Obligations (in any case, prior to issuance of the Purchase Notice).

Purchase Notice. Within ten (10) three Business Days after (i) each datefollowing the occurrence of a Mandatory Purchase Event, if anythe Purchaser shall mail, that or deliver to the Revolving Transfer Agent delivers for mailing and cause the Transfer Agent to mail, to the record holders of the Listed Shares described in Section 2.2(a), a notice to (the Term Loan Agent stating that an "Mandatory Purchase Notice") which shall state: (a) That a Mandatory Purchase Event of Default has occurred and is continuing under the Revolving Loan Credit Agreement due that pursuant to the Borrower’s failure to timely pay principal or interest thereunder or that any provisions of the Revolving Loan Creditors intend to LLC Agreement and these Purchase Provisions the Purchaser will purchase all of the outstanding Listed Shares that are not held by the Purchaser or its Affiliates at the Mandatory Purchase Price; (xb) commence an Enforcement Action A brief description of the circumstances and relevant facts regarding the Mandatory Purchase Event; (it being agreed to and understood that Revolving Loan Creditors c) The dollar amount per Listed Share of the Mandatory Purchase Price; (d) The date on which the Listed Shares will be purchased (the "Purchase Date"), which shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action with respect to all or any portion of the Revolving Loan Collateral) no less later than five (5) days prior to the actual commencement of such Enforcement Action, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent), (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of any such event described in clauses (i) — (iv) is referred to herein as a “Trigger Event”), one or more Term Loan Lenders (and/or, at the election of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an option to purchase from the Revolving Loan Creditors all, but not less than all, of date the Revolving Loan Obligations owing to them at par and provide the Required Cash Collateral by giving a written notice (the “Purchase Notice”) to the Revolving Agent prior to the expiration of such ten (10) Business Day period. The Purchase Notice from the applicable Term Loan Lenders, on behalf of the Term Loan Purchasers, to the Revolving Agent shall be irrevocable. If no such Mandatory Purchase Notice is received from mailed by the Purchaser or the Transfer Agent; and (e) The instructions a Term Loan Lenderholder of Listed Shares must follow, with respect including any other documents such holder must deliver, in order to receive the Mandatory Purchase Price. Any such Mandatory Purchase Notice mailed to a record holder of Listed Shares at such holder's address as reflected in the records of the Transfer Agent as of the time set forth in Section 2.2, or delivered by the Purchaser to the Transfer Agent for mailing to such holders, shall be conclusively presumed to have been given, whether or not such holder receives such notice. Failure to give any such notice to any Trigger Event, within such ten (10) Business Day period, particular holder or holders shall not affect the option granted validity of the Mandatory Purchase pursuant to this Section 6 with respect to such Trigger Event to such Term Loan Lender to purchase such Revolving Loan Obligations shall irrevocably expire and such Term Loan Lender shall have no further rights under this Section 6 with respect to such Trigger Eventthese Purchase Provisions.

Purchase Notice. Within ten (10) Business Days after (i) each date, if any, that the Revolving Agent delivers a notice to the The Closing Date Term Loan Agent stating that an Lenders, 2022 Incremental Term Lenders and the C2 Incremental Term Lenders shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event of Default has occurred (and so long as such Purchase Option Trigger Event is continuing under on the Revolving date the Closing Date Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend Lenders, 2022 Incremental Term Lenders and C2 Incremental Term Lenders exercise such option), to (x) commence an Enforcement Action (it being agreed to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action with respect to all or any portion of the Revolving Loan Collateral) no less than five (5) days prior to the actual commencement of such Enforcement Action, which notice shall be deemed timely given if given in accordance with Section 3.1(b) or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent), (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreement, (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of any such event described in clauses (i) — (iv) is referred to herein as a “Trigger Event”), one or more Term Loan Lenders (and/or, at the election of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an option to purchase from the Priority Revolving Loan Creditors Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Obligations and Commitments referred to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Obligations owing to them at par Lenders, 2022 Incremental Term Lenders and provide the Required Cash Collateral by C2 Incremental Term Lenders giving a written notice (the “Purchase Notice”) to the Borrower, the Administrative Agent and the Priority Revolving Agent prior (who shall in turn promptly deliver such notice to the expiration of such ten (10) Business Day periodeach Priority Revolving Lender). The A Purchase Notice from once delivered shall be irrevocable. Each Closing Date Term Loan Lender, 2022 Incremental Term Lender or C2 Incremental Term Lender shall have the applicable right to purchase and assume its pro rata share of the Subject Obligations, and the Closing Date Term Loan Lenders, 2022 Incremental Term Lenders, and C2 Incremental Term Lenders exercising such rights may exercise the rights of non-exercising Closing Date Term Loan Lenders, 2022 Incremental Term Lenders and C2 Incremental Term Lenders, in each case on behalf a pro rata basis as among exercising Closing Date Term Loan Lenders, 2022 Incremental Term Lenders and C2 Incremental Term Lenders until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance of the Term Loan Purchasers, to the Revolving Agent shall be irrevocable. If no such Purchase Notice is received from a Term Loan Lender, with respect to any Trigger Event, within such ten (10) Business Day period, the option granted pursuant to this Section 6 with respect to such Trigger Event to such Term Loan Lender to purchase such Revolving Loan Obligations shall irrevocably expire and such Term Loan Lender shall have no further rights under this Section 6 with respect to such Trigger EventNotice).

Purchase Notice. Within ten (10) Business Days after Upon (i) each date, if any, that notice by the Revolving Agent delivers First Priority Representative (a notice “Trigger Notice”) to the Term Loan Agent stating that an Event of Default has occurred and is continuing under the Revolving Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder or that any of the Revolving Loan Creditors intend to (x) commence an Enforcement Action (it being agreed to and understood that Revolving Loan Creditors shall be obligated to deliver to Term Loan Agent a notice that they intend to commence an Enforcement Action with respect to all or any portion of the Revolving Loan Collateral) no less than five (5) days prior to the actual commencement of such Enforcement ActionSecond Priority Representative, which notice shall be deemed timely given if given delivered not less than 10 business days prior to the earlier to occur of (a) the acceleration of the First Priority Obligations in accordance with Section 3.1(bthe terms of the First Priority Documents, or (b) the commencement of an Enforcement Action by the First Priority Representative or any other provision of this Agreement or applicable law requiring notice of such action by Revolving Agent)First Priority Secured Party, (y) accelerate all or a substantial portion of the Revolving Loan Obligations as a result of a then existing Event of Default under the Revolving Loan Credit Agreement or (z) terminate the commitment to lend under the Revolving Loan Credit Agreementor, if earlier (ii) the commencement of any Insolvency Proceeding, (iii) the occurrence and continuance of an Event of Default under the Term Loan Credit Agreement due to the Borrower’s failure to timely pay principal or interest thereunder, or (iv) the Revolving Lenders shall have ceased providing revolving loans and/or letters of credit that the Borrower is otherwise entitled to under the Revolving Loan Credit Agreement for a period of five (5) consecutive Business Days following Borrower’s initial and unfulfilled request therefor (the occurrence of any such event described in clauses (ii)(a) — or (ivi)(b) is referred to herein as above (a “Trigger Event”), one or more Term Loan Lenders (and/orHolders of the Second Priority Obligations participating in such a purchase shall have the option, at any time upon ten (10) business days’ prior written notice to the election First Priority Representative on behalf of the applicable Term Loan Lenders, their respective affiliates and approved investment funds) (all such Term Loan Lenders, affiliates and approved funds being referred to herein individually as a “Term Loan Purchaser” and collectively as the “Term Loan Purchasers”) shall have an option to purchase from the Revolving Loan First Priority Creditors all, but not less than all, of the Revolving Loan Obligations owing to them at par and provide the Required Cash Collateral by giving a written notice (the “Purchase Notice”) to purchase all of the Revolving Agent prior First Priority Obligations from the First Priority Creditors pursuant to the expiration of such ten (10) Business Day periodassignment provisions contained in the First Priority Agreement. The Purchase Notice from the applicable Term Loan Lenders, on behalf of the Term Loan Purchasers, to the Revolving Agent shall be irrevocable. If no Any number of the Holders of the Second Priority Obligations agreeing as a group to purchase the entire aggregate may exercise such Purchase Notice is received from a Term Loan Lenderpurchase option. For the avoidance of doubt, with respect to any Trigger Event, within such ten (10) Business Day period, each Holder of Second Priority Obligations shall have the option granted to purchase up to such Holder’s pro rate share (such pro rate share based on those Holders of Second Priority Obligations participating in such purchase) and this right may be exercised by any number of Holders of Second Priority Obligations to purchase the entire aggregate amount of the outstanding First Priority Obligations. If such Holders of Second Priority Obligations exercise such purchase option, it shall be exercised pursuant to documentation consistent with this Section 6 with respect Article 9 and otherwise mutually acceptable to such Trigger Event to such Term Loan Lender to purchase such Revolving Loan Obligations shall irrevocably expire each of the First Priority Representative and such Term Loan Lender shall have no further rights under this Section 6 with respect to such Trigger EventHolders.