Common use of Purchase Right Clause in Contracts

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time within thirty (30) days following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such request, the First Lien Claimholders will offer each Second Lien Claimholder, the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amount) of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time within thirty (30) days following the earliest to occur of (i) an acceleration of all any of the First Lien Obligations in accordance with the terms of the applicable First Lien Financing Documents Loan Documents, (ii) a payment default under any First Lien Loan Document that has not been cured or waived by the applicable First Lien Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such requestGrantor, the First Lien Claimholders will offer each the Second Lien Claimholder, Claimholders the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amountentirety) of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the any Initial First Lien Financing Documents), Loan Document that have not been terminated at such time) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien Claimholders. The “, which offer may be accepted by less than all of the Second Lien Claimholders so long as all the accepting Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Term Loan Claimholders’ remedies under the Term Loan Documents in respect of the Term Loan Priority Collateral, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the Term Loan Claimholders agree at any time within thirty (30) days following the earliest to occur of (i) an acceleration of all any of the First Lien Term Loan Obligations in accordance with the terms of the First Lien Financing Documents applicable Term Loan Documents, (ii) a payment default under any Term Loan Document that has not been cured or waived by the applicable Term Loan Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorNew Grantor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such request, the First Lien Term Loan Claimholders will offer each Second Lien Claimholder, the ABL Claimholders the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amountentirety) of the First Lien outstanding Term Loan Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), any Term Loan Document that have not been terminated at such time) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien Term Loan Claimholders. The “, which offer may be accepted by less than all of the ABL Claimholders so long as all the accepting ABL Claimholders shall when taken together purchase such entire aggregate amount as set forth above.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time within thirty (30) days following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such request, the First Lien Claimholders will offer each Second Lien Claimholder, the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amount) of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents, if any), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or ABL Claimholders’ remedies under the ABL Loan Documents in respect of the ABL Priority Collateral, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the ABL Claimholders agree at any time within thirty (30) days following the earliest to occur of (i) an acceleration of all any of the First Lien ABL Obligations in accordance with the terms of the First Lien Financing Documents applicable ABL Loan Documents, (ii) a payment default under any ABL Loan Document that has not been cured or waived by the applicable ABL Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligorthe ABL Grantor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such request, the First Lien ABL Claimholders will offer each Second Lien Claimholder, the Term Loan Claimholders the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amountentirety) of the First Lien outstanding ABL Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), any ABL Loan Document that have not been terminated at such time) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien ABL Claimholders. The “, which offer may be accepted by less than all of the Term Loan Claimholders so long as all the accepting Term Loan Claimholders shall when taken together purchase such entire aggregate amount as set forth above.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or ABL Claimholders’ remedies under the ABL Loan Documents in respect of the ABL Priority Collateral, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the ABL Claimholders agree at any time within thirty (30) days following the earliest to occur of (i) an acceleration of all any of the First Lien ABL Obligations in accordance with the terms of the First Lien Financing Documents applicable ABL Loan Documents, (ii) a payment default under any ABL Loan Document that has not been cured or waived by the applicable ABL Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligorthe ABL Grantor, the Second Lien ABL Claimholders (other than any Disqualified Institution, as defined in either hereby offer the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such request, the First Lien Term Loan Claimholders will offer each Second Lien Claimholder, the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amountentirety) of the First Lien outstanding ABL Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), any ABL Loan Document that have not been terminated at such time) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien ABL Claimholders. The “, which offer may be accepted by less than all of the Term Loan Claimholders so long as all the accepting Term Loan Claimholders shall when taken together purchase such entire aggregate amount as set forth above.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time within thirty (30) days following the earliest to occur of (i) an acceleration of all any of the First Lien Obligations in accordance with the terms of the applicable First Lien Financing Documents Documents, (ii) a payment default under any First Lien Document that has not been cured or waived by the applicable First Lien Claimholders within sixty (60) days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such requestGrantor, the First Lien Claimholders will offer each the Second Lien Claimholder, Claimholders the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amountentirety) of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the any Initial First Lien Financing Documents), Document) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien Claimholders. The “, which offer may be accepted by less than all of the Second Lien Claimholders so long as all the accepting Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time within thirty (30) days following the earliest to occur of (i) an acceleration of all any of the First Lien Obligations in accordance with the terms of the applicable First Lien Financing Documents Loan Documents, (ii) a payment default under any First Lien Loan Document that has not been cured or waived by the applicable First Lien Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such requestGrantor, the First Lien Claimholders will shall offer each the Second Lien Claimholder, Claimholders the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amountentirety) of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the any First Lien Financing Documents), Loan Document that have not been terminated at such time) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien Claimholders. The “, which offer may be accepted by less than all of the Second Lien Claimholders so long as all the accepting Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time within thirty (30) days following the earliest to occur of (i) an acceleration of all the First Lien Obligations in accordance with the terms any of the First Lien Financing Documents or Obligations, (ii) a payment default under any First Lien Loan Document or any Second Lien Loan Document, (iii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorLoan Party, or (iv) the Second Lien Claimholders (other than exercise of remedies by any Disqualified Institution, as defined in either the First Lien Credit Agreement Collateral Agent or First Lien Representative against the Initial Second Lien Document) may requestGrantors with regard to all or a material portion of the Collateral, and upon such request, the First Lien Claimholders will offer each the Second Lien Claimholder, Claimholders the option to purchase at par purchase, and/or the Second Lien Claimholders shall have the right to elect to purchase, the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amountentirety) of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the any Initial First Lien Financing Documents), Loan Document that have not been terminated at such time) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien Claimholders. The “.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time within thirty (30) days following the earliest to occur of (i) an acceleration of all any of the First Lien Obligations in accordance with the terms of the applicable First Lien Financing Documents Loan Documents, (ii) a payment default under any First Lien Loan Document that has not been cured or waived by the applicable First Lien Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such requestGrantor, the First Lien Claimholders will offer each the Second Lien Claimholder, Claimholders the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amountentirety) of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the any First Lien Financing Loan Documents), ) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien Claimholders. The “, which offer may be accepted by less than all of the Second Lien Claimholders so long as all the accepting Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time within thirty (30) days following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such request, the First Lien Claimholders will offer each Second Lien Claimholder, the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amount) of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents, if any), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “.