Subordinate Lender Purchase Option Sample Clauses

Subordinate Lender Purchase Option. The Senior Lender may deliver to the Subordinate Lender copies of (i) any notice (a "Default Notice") of an event of default under the Senior Commitment Letter or the Senior Security (an "Event of Default") pursuant to which the Senior Lender may accelerate and/or demand repayment of the Senior Indebtedness prior to the maturity of the Senior Loan concurrently with its delivery of such Default Notice to the Borrower; and (ii) any notice of acceleration or demand for payment (a "Demand Notice") delivered pursuant to an Event of Default which occurred prior to the giving of such Demand Notice where a copy of the Default Notice had not previously been delivered to the Subordinated Lender, concurrently with its delivery of such Demand Notice to the Borrower. In the event that the Senior Lender does deliver a Default Notice relating to an Event of Default where the Senior Lender is accelerating or demanding repayment of the Senior Indebtedness, the Subordinate Lender of shall have the right to request from the Senior Lender a notice (a "Purchase Option Notice") which sets out an amount (the "Purchase Price") being equal to the sum of: (i) the then-outstanding principal balance of the Senior Indebtedness plus (ii) all accrued and unpaid fees and interest owing to the Senior Lender then outstanding in respect of the Senior Indebtedness and fees (including for greater certainty any exit fees, prepayment fees, yield maintenance payments, liquidated damages amounts and legal fees and other costs reasonably incurred in respect of matters relating to the Senior Loan, but excluding any amounts charged in violation of applicable law). Upon receipt of a Purchase Option Notice, the Subordinate Lender shall have the option, exercisable by the Subordinate Lender by delivering a notice (the "Exercise Notice") to the Senior Lender within ten (10) Business Days after the receipt of such Purchase Option Notice, to purchase the Senior Indebtedness from the Senior Lender for the Purchase Price (the "Purchase Option"). If the Subordinate Lender fails to deliver the Exercise Notice to the Senior Lender within such ten (10) Business Day period, the Subordinate Lender shall be deemed to have elected not to exercise the Purchase Option with respect to the applicable Default Notice, provided that such election shall not prejudice the Subordinate Lender's right to exercise the Purchase Option in the event of the delivery of any subsequent Default Notices. The Senior Lender and the Subor...

Subordinate Lender Purchase Option. Upon the delivery of written notice by the Agent of (a) its intent to commence, or its commencement of, any Enforcement Action or (b) any sale of the Collateral outside of the ordinary course of business, the holders of the Notes shall have the option at any time upon fifteen (15) Business Days’ prior written notice to the Agent to purchase all of the Bank Indebtedness, and the Agent’s right, title and interest in the Senior Documents and the Collateral, from the Agent in accordance with this Article XII. On the date specified by the holders of the Notes in such notice (which shall not be less than fifteen (15) Business Days, nor more than twenty (20) Business Days, after the receipt by the Agent of the written notice from the holders of the Notes of their election to exercise such option), the Agent shall sell to the holders of the Notes, and the holders of the Notes shall purchase from the Agent, the Bank Indebtedness and the Agent’s right, title and interest in the Senior Documents and the Collateral. (a) Upon the date of the purchase and sale of the Bank Indebtedness, the holders of the Notes shall (i) pay to the Agent as the purchase price therefor the full amount of all the Bank Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses), (ii) furnish cash collateral to the Agent in such amounts as the Agent determines are reasonably necessary to secure the Agent in connection with any issued and outstanding letters of credit provided by the Agent to Quantum or any subsidiary (but not in any event in an amount greater than 105% of the aggregate undrawn face amount of such letters of credit), and (iii) agree to reimburse the Agent for any out-of-pocket loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) incurred within 90 days after the purchase and sale of the Bank Indebtedness and in connection any checks or other payments provisionally credited to the Bank Indebtedness, and/or as to which the Agent has not yet received final payment. Such purchase price and cash collateral (if any) payable under this Article XII shall be remitted by wire transfer in federal funds to such bank account of the Agent as the Agent may designate in writing to the holders of the Notes for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the holders of t...