Common use of Buy Back Clause in Contracts

Buy Back. 2.1.8.1 Buy-Back of Obsolete Parts 2.1 (i) (“Buy Back”) which become obsolete prior to the end of Buy-Back Period as a result of mandatory modifications required by the Buyer’s or Seller’s Aviation Authorities, subject to the following: a) The Seller Parts involved shall be those, which the Buyer is directed by the Seller to scrap or dispose because they cannot be reworked, modified or repaired to satisfy the revised standard; b) The Seller shall pay to the Buyer, by means of credit for the purchase of Goods and Services, the purchase price paid by the Buyer for any such obsolete parts, provided that the Seller’s liability in this respect does not extend to quantities in excess of the Seller’s Initial Provisioning recommendation. c) The Seller shall use its reasonable efforts to obtain for the Buyer the same buy back protection from Suppliers for Supplier Parts. AVA - A320 Family PA AMENDED AND RESTATED 2.1.8.2 Buy-Back Period and Buy-Back of Initial Provisioning Surplus Material a) The Buy-Back Period is defined as the period starting [*] after Delivery of the first Aircraft to the Buyer b) At any time during the Buy-Back Period, the Buyer shall have the right to return to the Seller any Seller Parts as per Article 1.2.1 (i) or Supplier Parts as per Article 1.2.1 (ii) or (iii) (together, the “Buy Back Material”), subject to the conditions defined hereunder. c) A part as set forth in Article b) above shall be eligible for Buy-Back if: i) The Buy Back Material is unused and undamaged and is accompanied by the Seller’s original documentation (tag, certificates); ii) The Seller originally provided the Buyer with a recommendation to purchase the Buy Back Material as part of the Initial Provisioning as provided in Article 2.1.4.4 (ii) which is based upon a maximum protection level of [*] iii) The Buy Back Material was purchased for Initial Provisioning purposes by the Buyer directly from the Seller; iv) The Buy Back Material is returned to the Seller by the Buyer so the Buy Back Material has been received by the Seller before the end of the Buy-Back Period. d) If any Buy Back Material satisfies the requirement for Buy-Back, the Seller shall pay to the Buyer by means of a credit for the purchase of Goods and Services or by application to reduce the amount owed by Buyer under its Spares accounts with Seller or ANACS, the amount paid by the Buyer for such Buy Back Material. e) In the event of the Buyer electing to procure Material in excess of the Seller’s recommendation, the Buyer shall notify the Seller thereof in writing, with due reference to the present Article. The Seller’s acknowledgement and agreement in writing shall be necessary before any Material in excess of the Seller’s Initial Provisioning recommendation shall be subject to Buy-Back. f) Transportation costs for the agreed return of Material under this Article 2.

Buy Back. 2.1.8.1 ‌ (a) In the event that, within a period of 12 (twelve) months from the Exit Period (“Extended Exit Period”), the Investors have not been provided with an Exit, each of the Investors (as long as they hold at least 5% (five percent) of the Share Capital calculated on a Fully Diluted Basis) shall be entitled to require the Company to buy- back all (and not less than all) the Investment Securities held by such Investor, at a price per Investment Security that is not less than the FMV (“Buy-back”), by issuing a notice in writing (“Buy-Back of Obsolete Parts 2.1 (i) (“Buy BackNotice”) which become obsolete prior to the end of Company. In case the Shareholder(s) issuing Buy-Back Period as a result Notice did not issue an Exit Notice under Clause 8.4(a), within 15 (fifteen) days of mandatory modifications required by the Buyer’s or Seller’s Aviation Authorities, subject to the following: a) The Seller Parts involved shall be those, which the Buyer is directed by the Seller to scrap or dispose because they cannot be reworked, modified or repaired to satisfy the revised standard; b) The Seller shall pay to the Buyer, by means issue of credit for the purchase of Goods and Services, the purchase price paid by the Buyer for any such obsolete parts, provided that the Seller’s liability in this respect does not extend to quantities in excess of the Seller’s Initial Provisioning recommendation. c) The Seller shall use its reasonable efforts to obtain for the Buyer the same buy back protection from Suppliers for Supplier Parts. AVA - A320 Family PA AMENDED AND RESTATED 2.1.8.2 Buy-Back Period and Notice, the Parties shall cause the Board to appoint a Merchant Banker acceptable to such Shareholder(s) issuing such Buy-Back Notice, and the provisions relating to computation of Initial Provisioning Surplus Material aFMV in Clause 8.4(b) shall apply mutatis mutandis. The Buy-Back Period is defined as back shall be completed within 60 (sixty) days from the period starting [*] after Delivery date of the first Aircraft to the Buyer b) At any time during the Buy-Back PeriodNotice, provided the obligation of the Company to undertake the Buy-back shall be subject to applicable Law.‌ (b) In the event all the Investment Securities held by the Investors cannot be bought back by the Company due to restrictions under applicable Law, the Buyer Company shall buy back the maximum number of Investment Securities as permitted under applicable Law, or at the option of the Investors issuing the Buy-Back Notice, the Investment Securities held by such Investors shall be bought back first and in priority on inter se pro rata basis (i.e., proportionate to their inter se shareholding in the Company calculated on a Fully Diluted Basis) over any other Shareholders, and such Investors shall have the right to return offer up to all Investment Securities held by them in the Seller any Seller Parts as per Article 1.2.1 (i) or Supplier Parts as per Article 1.2.1 (ii) or (iii) (together, Company in priority to others. The Company and the “Buy Back Material”), subject to the conditions defined hereunder. c) A part as set forth in Article b) above Promoter shall be eligible responsible for obtaining all requisite approvals and authorizations (from Governmental Authorities or otherwise) to consummate such Buy-Back if: i) The Buy Back Material is unused back, and undamaged and is accompanied by the Seller’s original documentation (tag, certificates); ii) The Seller originally provided the Buyer with a recommendation to purchase the Buy Back Material as part of the Initial Provisioning as provided in Article 2.1.4.4 (ii) which is based upon a maximum protection level of [*] iii) The Buy Back Material was purchased for Initial Provisioning purposes by the Buyer directly from the Seller; iv) The Buy Back Material is returned to the Seller by the Buyer so the Buy Back Material has been received by the Seller before the end of the Buy-Back Period. d) If any Buy Back Material satisfies the requirement for Buy-Back, the Seller shall pay to the Buyer by means of a credit for the purchase of Goods and Services or by application to reduce the amount owed by Buyer under its Spares accounts with Seller or ANACS, the amount paid by the Buyer apply for such Buy Back Materialapprovals and authorizations in a timely manner and follow-up with the concerned Governmental Authorities on a regular basis in order to obtain the said approvals and authorisations. e) In the event of the Buyer electing to procure Material in excess of the Seller’s recommendation, the Buyer shall notify the Seller thereof in writing, with due reference to the present Article. The Seller’s acknowledgement and agreement in writing shall be necessary before any Material in excess of the Seller’s Initial Provisioning recommendation shall be subject to Buy-Back. f) Transportation costs for the agreed return of Material under this Article 2.

Buy Back. 2.1.8.1 (a) Purchaser hereby grants to Holder the right to Buy-Back the Stony's Shares on the terms set forth in this Buy-Back Agreement upon providing seven (7) days prior written notice to Purchaser of Obsolete Parts 2.1 (i) (“Buy Back”) which become obsolete prior his election to do so at the principal office of the Purchaser, at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, or at such other place as the Purchaser may designate by notice to the end Holder, together with the Paid Consideration. The right to Buy-Back granted hereunder may only be exercised in whole as to the Stony's Shares. (b) Holder's right to Buy-Back the Stony's Shares may be exercised at any time within three (3) months after the date the Purchaser terminates the Management Agreement regardless of the reason, provided that in no event may the Buy-Back be exercised after December 31, 2007, and further provided that the Holder's right of Buy-Back Period as a result of mandatory modifications required by the Buyer’s or Seller’s Aviation Authorities, subject to the following: a) The Seller Parts involved shall be those, which the Buyer is directed by the Seller to scrap or dispose because they cannot be reworked, modified or repaired to satisfy the revised standard; b) The Seller shall pay to the Buyer, by means of credit for the purchase of Goods and Services, the purchase price paid by the Buyer for any such obsolete parts, provided that the Seller’s liability in this respect does not extend to quantities in excess of the Seller’s Initial Provisioning recommendation. c) The Seller shall use its reasonable efforts to obtain for the Buyer the same buy back protection from Suppliers for Supplier Parts. AVA - A320 Family PA AMENDED AND RESTATED 2.1.8.2 Buy-Back Period and Buy-Back of Initial Provisioning Surplus Material a) The Buy-Back Period is defined as the period starting [*] after Delivery of the first Aircraft to the Buyer b) At any time during the Buy-Back Period, the Buyer shall have the right to return to the Seller any Seller Parts as per Article 1.2.1 (i) or Supplier Parts as per Article 1.2.1 (ii) or (iii) (together, the “Buy Back Material”), subject to the conditions defined hereunder. c) A part as set forth in Article b) above shall be eligible for Buy-Back if: i) The Buy Back Material is unused and undamaged and is accompanied by the Seller’s original documentation (tag, certificates); ii) The Seller originally provided the Buyer with a recommendation to purchase the Buy Back Material as part of the Initial Provisioning as provided in Article 2.1.4.4 (ii) which is based upon a maximum protection level of [*] iii) The Buy Back Material was purchased for Initial Provisioning purposes by the Buyer directly from the Seller; iv) The Buy Back Material is returned to the Seller by the Buyer so the Buy Back Material has been received by the Seller before the end of the Buy-Back Period. d) If any Buy Back Material satisfies the requirement for Buy-Back, the Seller shall pay to the Buyer by means of a credit for the purchase of Goods and Services or by application to reduce the amount owed by Buyer under its Spares accounts with Seller or ANACS, the amount paid by the Buyer for such Buy Back Material. e) In the event of the Buyer electing to procure Material in excess of the Seller’s recommendation, the Buyer shall notify the Seller thereof in writing, with due reference to the present Article. The Seller’s acknowledgement and agreement in writing shall be necessary before any Material in excess of the Seller’s Initial Provisioning recommendation shall be subject to early termination for the reasons set forth in Sections 1(c) or 1(d) herein (the "Exercise Term"). (c) The Holder's right to Buy-BackBack shall become void and may not be exercised at any time if the Fair Market Value of Purchaser's common stock (as defined in the Agreement) is equal to or above Fifty Cents ($.50) per share for a period of twenty-one (21) consecutive days prior to December 31, 2007. f(d) Transportation costs The Holder's right to Buy-Back shall terminate if (i) the pending litigation involving the royalty payable pursuant to Paragraph 4(b) of that Binder Product Technology License Agreement dated April 7, 1998 (the "Royalty"), a portion of which has been assigned to the Purchaser, is resolved by final judgment or settlement on a basis that would result, in the good faith determination of the Purchaser based on the amount disbursed to the Purchaser from the escrowed Royalty payments, in total payments to the Purchaser from the Royalty of at least $1,750,000, and (ii) ▇▇▇▇▇▇ is paid $164,735 cash in satisfaction of those certain waste transportation containers previously purchased by ▇▇▇▇▇▇ for the agreed return of Material under this Article 2.CVIA, and or its subsidiaries;

Buy Back. 2.1.8.1 Buy(a) In its sole discretion, the Company may buy-Back back the Amount Outstanding of Obsolete Parts 2.1 (i) (“Buy Back”) which become obsolete prior the Convertible Security at any time for an amount equal to the end Amount Outstanding of Buy-Back Period as a result of mandatory modifications required by the Buyer’s or Seller’s Aviation Authorities, subject to the following: a) The Seller Parts involved shall be those, which the Buyer is directed by the Seller to scrap or dispose because they cannot be reworked, modified or repaired to satisfy the revised standard; b) The Seller shall pay to the Buyer, by means of credit for the purchase of Goods and Services, the purchase price paid by the Buyer for any such obsolete parts, provided that the Seller’s liability in this respect does not extend to quantities in excess of the Seller’s Initial Provisioning recommendation. c) The Seller shall use its reasonable efforts to obtain for the Buyer the same buy back protection from Suppliers for Supplier PartsConvertible Security. AVA - A320 Family PA AMENDED AND RESTATED 2.1.8.2 Buy-Back Period and Buy-Back of Initial Provisioning Surplus Material a) The Buy-Back Period is defined as the period starting [*] after Delivery of the first Aircraft to the Buyer b) At any time during the Buy-Back Period, the Buyer shall have the right to return to the Seller any Seller Parts as per Article 1.2.1 (i) or Supplier Parts as per Article 1.2.1 (ii) or (iii) (together, the “Buy Back Material”), subject to the conditions defined hereunder. c) A part as set forth in Article b) above shall be eligible for Buy-Back if: i) The Buy Back Material is unused and undamaged and is accompanied by the Seller’s original documentation (tag, certificates); ii) The Seller originally provided the Buyer with a recommendation to purchase the Buy Back Material as part of the Initial Provisioning as provided in Article 2.1.4.4 (ii) which is based upon a maximum protection level of [*] iii) The Buy Back Material was purchased for Initial Provisioning purposes by the Buyer directly from the Seller; iv) The Buy Back Material is returned to the Seller by the Buyer so the Buy Back Material has been received by the Seller before the end of the Buy-Back Period. d) If any Buy Back Material satisfies the requirement for Buy-Back, the Seller shall pay to the Buyer by means of a credit for the purchase of Goods and Services or by application to reduce the amount owed by Buyer under its Spares accounts with Seller or ANACS, the amount paid by the Buyer for such Buy Back Material. e) In the event of the Buyer Company electing to procure Material in excess exercise its right under this clause 5.1(a), it must issue the Investor with a buy-back notice for the Convertible Security (Buy-Back Notice), and upon receipt of a Buy-Back Notice, the Investor will have the option to convert an amount of the Seller’s recommendationAmount Outstanding up to 33.3% of the Face Value of the Convertible Security into Shares at the Investor's discretion (subject to clause 5.4), at the Conversion Price (Buy-Back Conversion Option). (b) If the Investor wishes to exercise the Buy-Back Conversion Option, it must, within five (5) Business Days of receiving a Buy-Back Notice, issue a buy-back conversion notice (Buy-Back Conversion Notice) to the Company specifying the dollar value of the Amount Outstanding (which may be up to 33.3% of the original Face Value of the Convertible Security, subject to clause 5.4) which it requires be converted into Shares (Buy-Back Conversion Shares) at the Conversion Price (Buy-Back Conversion Amount). (c) Upon issuing a Buy-Back Notice to the Investor, the Buyer shall notify Company irrevocably and unconditionally agrees to (as applicable), within five (5) Business Days of receiving the Seller thereof in writingBuy-Back Conversion Notice, with due reference or if no Buy-Back Conversion Notice is received then within ten (10) Business Days of issuing the Buy-Back Notice (the Buy-Back Conversion Date): (i) pay to the present Article. The Seller’s acknowledgement and agreement Investor in writing shall be necessary before any Material immediately available funds the Amount Outstanding in excess respect of the Seller’s Initial Provisioning recommendation shall be subject to Convertible Security, less any Buy-BackBack Conversion Amount requested by the Investor in a Buy-Back Conversion Notice that is permitted hereunder to be settled with Buy-Back Conversion Shares; and (ii) issue the Buy-Back Conversion Shares (if applicable) to the Investor, in accordance with its relevant obligations under clause 5.2. f(d) Transportation costs for For greater certainty: (i) upon the agreed return Company complying with the obligations in clause 5.1(c), the Company will have satisfied all obligations to pay the Amount Outstanding to the Investor with respect to the applicable Convertible Security and may at any time thereafter terminate this Agreement by providing written notice to the Investor, following which, the provisions of Material under this Article 2clause 15.2 shall apply; and (ii) all Warrants shall remain outstanding and held by the Investor or the Designated Warrant Holder and will be unaffected by any Buy-Back Notice.

Buy Back. 2.1.8.1 Buy-Back If the Company has breached any of Obsolete Parts 2.1 the covenants under Clause 11.15.1 to Clause 11.15.4 (IFC Policy Covenants) and if such breach is either (i) not curable, then immediately upon receipt of Notice of such breach from either of the IFC Parties, or (ii) capable of being cured, but the Company has not cured it to such IFC Party’s reasonable satisfaction for a period of 60 (Sixty) days after receipt of Notice of such breach from either of the IFC Parties, such IFC Party shall be entitled at its option by a Notice (“Buy BackBack Notice”) which become obsolete prior delivered to the end Company, to require an Exit by way of Buy-Back Period as buy back of all or a result of mandatory modifications required by the Buyer’s or Seller’s Aviation Authorities, subject to the following: a) The Seller Parts involved shall be those, which the Buyer is directed by the Seller to scrap or dispose because they cannot be reworked, modified or repaired to satisfy the revised standard; b) The Seller shall pay to the Buyer, by means of credit for the purchase of Goods and Services, the purchase price paid by the Buyer for any such obsolete parts, provided that the Seller’s liability in this respect does not extend to quantities in excess part of the Seller’s Initial Provisioning recommendation. c) The Seller shall use its reasonable efforts to obtain for Shares held by such IFC Party (“Buy Back Option”). In the Buyer the same buy back protection from Suppliers for Supplier Parts. AVA - A320 Family PA AMENDED AND RESTATED 2.1.8.2 Buy-Back Period and Buy-Back event of Initial Provisioning Surplus Material a) The Buy-Back Period is defined as the period starting [*] after Delivery exercise of the first Aircraft to Buy Back Option under this Clause by either of the Buyer b) At any time during the Buy-Back PeriodIFC Parties, the Buyer each Principal Investor shall have the right to return participate in such buy back, by tendering the Shares held by them in such buy back by the Company by providing a Notice to the Seller any Seller Parts Company in this regard. A buy back can be undertaken through one or more successive buy back offers at a fair market valuation determined by a Big Four Firm and acceptable to the Non- Quickroutes Principal Investor Majority through Non- Quickroutes Principal Investor Consent or the relevant IFC Party, as per Article 1.2.1 the case may be (i) or Supplier Parts as per Article 1.2.1 (ii) or (iii) (together, the “Buy Back MaterialPrice”), subject . The Company will be bound to complete buy back of the conditions defined hereunder. c) A part as set forth in Article b) above shall be eligible for Buy-Back if: i) The Buy Back Material is unused and undamaged and is accompanied Shares offered by the Seller’s original documentation participating Principal Investors under this Clause within 6 (tag, certificates); iiSix) The Seller originally provided months from the Buyer with a recommendation to purchase date of receipt of the Buy Back Material as part Notice. 11.28.1 In the event the Company does not have sufficient profits, reserves or retained earnings or is otherwise unable for any reason to buy back all of the Initial Provisioning as provided in Article 2.1.4.4 (ii) which is based upon a maximum protection level of [*] iii) The Buy Back Material was purchased for Initial Provisioning purposes Shares held by the Buyer directly from the Seller; iv) The Buy Back Material is returned to the Seller by the Buyer so participating Principal Investors at the Buy Back Material has been received Price in the manner detailed in this Clause then the Company shall buy back the maximum number of Shares held by the Seller before participating Principal Investors in proportion to inter se shareholding at the end Buy Back Price, subsequent to which, at the sole discretion of the Buy-participating Principal Investors, the participating Principal Investors can avail the buy back rights for the remaining Shares soon upon the Company being allowed under the Applicable Laws to undertake such buy back at the Buy Back PeriodPrice. Notwithstanding anything contained in this Agreement, as a result of such part buy back, if the shareholding of either of the Principal Investors calculated on a Fully Diluted Basis falls below 5% (Five percent) or 4% (Four percent) (with respect to Sands Capital), as applicable, the rights of such Principal Investor which would have otherwise fallen away, will continue to subsist and vest in them. 11.28.2 The Promoters hereby agree and undertake that they shall not offer any Shares held by them in any buy back offer by the Company until such time as all the Shares held by the Principal Investors are bought back by the Company. 11.28.3 Upon the receipt of the Buy Back Notice, the Company shall, and the Promoters shall ensure that the Company takes all reasonable steps as may be necessary to ensure that participating Principal Investors are able to effectively exercise the rights contained herein, including conversion of the Series A CCPS and/ or Series B CCPS and/or Series B1 CCPS and/or Series C CCPS and/or Series C1 CCPS and/or Series C2 CCPS, Series D CCPS and/or Series E CCPS into Equity Shares. Such steps may include (a) obtaining statutory approvals in relation to the Company, if required; (b) passing appropriate resolutions; and (c) taking such other measures as the Principal Investors may reasonably request. 11.28.4 The Company shall bear the cost incurred for the buy-back process. 11.28.5 It is expressly clarified that conditions (d) If any and (e) of the Exit Conditions shall not apply to the Buy Back Material satisfies Option and if the requirement for Buy-Back, Company is unable to fulfil the Seller shall pay to the Buyer by means of a credit for the purchase of Goods and Services or by application to reduce the amount owed by Buyer under its Spares accounts with Seller or ANACS, the amount paid by the Buyer for such Buy Back Material. e) In the event of the Buyer electing to procure Material in excess of the Seller’s recommendation, the Buyer shall notify the Seller thereof in writing, with due reference to the present Article. The Seller’s acknowledgement and agreement in writing shall be necessary before any Material in excess of the Seller’s Initial Provisioning recommendation shall be subject to Buy-Back. f) Transportation costs for the agreed return of Material under this Article 2.condition

Buy Back. 2.1.8.1 Buy-Back of Obsolete Parts 2.1 (i) (“Buy Back”) which become obsolete prior to the end of Buy-Back Period as a result of mandatory modifications required by the Buyer’s or Seller’s Aviation Authorities, subject to the following: a) The Seller Parts involved shall be those, which the Buyer is directed by the Seller to scrap or dispose because they cannot be reworked, modified or repaired to satisfy the revised standard; b) The Seller shall pay to the Buyer, by means of credit for the purchase of Goods and ServicesIn its sole discretion, the purchase price paid by Company may buy-back the Buyer for any such obsolete parts, provided that the Seller’s liability in this respect does not extend to quantities in excess Amount Outstanding of the Seller’s Initial Provisioning recommendation. c) The Seller shall use its reasonable efforts to obtain for the Buyer the same buy back protection from Suppliers for Supplier Parts. AVA - A320 Family PA AMENDED AND RESTATED 2.1.8.2 Buy-Back Period and Buy-Back of Initial Provisioning Surplus Material a) The Buy-Back Period is defined as the period starting [*] after Delivery of the first Aircraft to the Buyer b) At a Convertible Security at any time during for an amount equal to the Buy-Back Period, the Buyer shall have the right to return to the Seller any Seller Parts as per Article 1.2.1 (i) or Supplier Parts as per Article 1.2.1 (ii) or (iii) (together, the “Buy Back Material”), subject to the conditions defined hereunder. c) A part as set forth in Article b) above shall be eligible for Buy-Back if: i) The Buy Back Material is unused and undamaged and is accompanied by the Seller’s original documentation (tag, certificates); ii) The Seller originally provided the Buyer with a recommendation to purchase the Buy Back Material as part Amount Outstanding of the Initial Provisioning as provided in Article 2.1.4.4 (ii) which is based upon a maximum protection level of [*] iii) The Buy Back Material was purchased for Initial Provisioning purposes by the Buyer directly from the Seller; iv) The Buy Back Material is returned to the Seller by the Buyer so the Buy Back Material has been received by the Seller before the end of the Buy-Back Period. d) If any Buy Back Material satisfies the requirement for Buy-Back, the Seller shall pay to the Buyer by means of a credit for the purchase of Goods and Services or by application to reduce the amount owed by Buyer under its Spares accounts with Seller or ANACS, the amount paid by the Buyer for such Buy Back Material. e) Convertible Security. In the event of the Buyer Company electing to procure Material in excess exercise its right under this clause 5.1(a), it must issue the Investor with a buy-back notice for the Convertible Security (Buy-Back Notice), and upon receipt of a Buy-Back Notice, the Investor will have the option to convert an amount of the Seller’s recommendationAmount Outstanding up to 33% of the Face Value of the Convertible Security into Shares at the Investor's discretion (subject to clause 5.4), at the Conversion Price (Buy-Back Conversion Option). (b) If the Investor wishes to exercise the Buy-Back Conversion Option, it must, within five (5) Business Days of receiving a Buy-Back Notice, issue a buy-back conversion notice (Buy-Back Conversion Notice) to the Company specifying the dollar value of the Amount Outstanding (which may be up to 33% of the original Face Value of the Convertible Security, subject to clause 5.4) which it requires be converted into Shares (Buy-Back Conversion Shares) at the Conversion Price (Buy-Back Conversion Amount). (c) Upon issuing a Buy-Back Notice to the Investor, the Buyer shall notify Company irrevocably and unconditionally agrees to (as applicable), within five (5) Business Days of receiving the Seller thereof in writingBuy-Back Conversion Notice, with due reference or if no Buy-Back Conversion Notice is received then within ten (10) Business Days of issuing the Buy-Back Notice (the Buy-Back Conversion Date): (i) pay to the present Article. The Seller’s acknowledgement and agreement Investor in writing shall be necessary before any Material immediately available funds the Buy-Back Amount Outstanding in excess respect of the Seller’s Initial Provisioning recommendation shall be subject to Convertible Security, less any Buy-BackBack Conversion Amount requested by the Investor in a Buy-Back Conversion Notice that is permitted hereunder to be settled with Buy-Back Conversion Shares; and (ii) issue the Buy-Back Conversion Shares (if applicable) to the Investor, in accordance with its relevant obligations under clause 5.2. f(d) Transportation costs for For greater certainty: (i) upon the agreed return of Material under this Article 2Company complying with the obligations in clause 5.1(c), the Company will have satisfied all obligations to pay the Amount Outstanding to Investor with respect to the applicable Convertible Security, and (ii) all Warrants shall remain outstanding and held by the Investor or the Designated Warrantholder and will be unaffected by any Buy-Back Notice.