Common use of Option to Purchase Clause in Contracts

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five Business Days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the optionoption upon receipt of the Enforcement Notice by the Second Priority Representative, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty days five Business Days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five daysBusiness Days, nor more than ten daysBusiness Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but and unpaid interest and fees and any other unpaid amountsat the contract rate, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementSpecified Swap Agreements, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Specified Swap Agreements on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementSpecified Swap Agreements), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 103% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances Liens and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent Second Priority Representative (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien First Priority Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. Provided Tenant is not in default hereunder, Landlord does hereby give and grant to Tenant the right and option to purchase the Premises during the last six (6) months of the Term of this Lease or any renewal thereof (the "Purchase Option"). In the event Tenant elects to exercise its Purchase Option, Tenant shall give written notice to Landlord (the "Purchase Notice") of such exercise at least six (6) months prior to the end of the Term, or at any time during the Option Term(s). The effective date upon which such purchase shall be consummated (the "Closing Date") shall be the last day of the Term, if such Purchase Option is exercised during the initial Term. If such Purchase Option is exercised during an Option Term, the Purchase Notice shall state the estimated Closing Date; PROVIDED, HOWEVER, that Tenant agrees that such Closing Date shall (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice be no later than One Hundred Eighty (the “Enforcement Notice”180) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken days after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice , and (b) in no event be later than the Designated Junior-Lien Collateral Agent becoming aware end of the Enforcement Action, to purchase all applicable Option Term. Within ten (but not less than all10) days after Landlord's receipt of the First-Lien Obligations from Purchase Notice Landlord shall execute the First-Lien Secured PartiesPurchase Agreement attached hereto as Schedule 4 and deliver the same to Tenant for its signature. Upon the complete execution of the Purchase Agreement, the transaction contemplated by the Purchase Agreement shall close in accord with the terms and conditions thereof. Notwithstanding anything to the contrary contained hereinin this Lease, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five daysevent Landlord exercises its right to terminate this Lease in accord with Articles 10 or 11 hereof, nor more than ten days, after receipt Landlord agrees that Tenant may void said termination by exercising this option to purchase. In the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject event Tenant chooses to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the void said termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase)this Section 18.01, on the date of the PurchaseLandlord and Tenant hereby agree to negotiate, the Purchasing Parties shall (i) pay in cash good faith, necessary modifications to the First-Lien Secured Parties as Purchase Agreements (including but not limited to an adjustment in the purchase price (which takes into account any award to Landlord and the “Purchase Price”condition of the Premises) therefor and thereafter the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable transaction contemplated by the relevant Grantors thereunder if it were to terminate such Secured Hedge Purchase Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties shall close in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance accord with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the terms and conditions of said Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City timeAgreement as modified. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give Upon the Designated Junior-Lien Collateral Agent written notice (occurrence and during the “Enforcement Notice”) promptly following (i) its commencement continuance of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for a Purchase Option Event, all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Second Lien Secured Party Parties, shall have the option, option at any time upon written irrevocable notice provided by irrevocable written notice Second Lien Agent (on behalf of such Second Lien Secured Parties) to the First Lien Representative (the “Purchase Notice”) delivered by to purchase from the Designated Junior-First Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Secured Parties all of the Enforcement Notice and First Lien Obligations (b) other than the Designated Junior-Excess First Lien Collateral Agent becoming aware Obligations). The Second Lien Secured Parties may not purchase less than all of the Enforcement Action, to purchase all (but not less than all) of the First-First Lien Obligations from (other than the First-Excess First Lien Secured PartiesObligations). Notwithstanding anything to If the contrary contained hereinSecond Lien Agent so delivers the Purchase Notice, neither the Applicable First- First Lien Collateral Representative and each First Lien Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure terminate or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating suspend any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 4.6. (b) On the date specified by the Designated Junior-Second Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days(5) Business Days, nor more than ten daystwenty (20) Business Days, after receipt by the Applicable First-First Lien Collateral Agent Representative of the Purchase Notice), the First-First Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, shall sell to the Junior-Second Lien Secured Parties electing to purchase pursuant to Section 3.7(a4.6(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-First Lien Secured Parties, all of the First-First Lien Obligations (other than the Excess First Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-First Lien Debt Documents to the First-First Lien Secured Parties with respect to the Surviving Obligations Retained Interest (as defined below) (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-First Lien Representative (for the benefit of the applicable First Lien Secured Parties Parties) as the purchase price (the “Purchase Price”) therefor (i) the full amount principal of all First-First Lien Obligations (other than the Excess First Lien Obligations and First Lien Obligations cash collateralized in accordance with clauses (ii) and (iii) below) then outstanding and unpaid at par outstanding, (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, ii) in the case of any Secured Hedge AgreementSwap Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Swap Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-First Lien Secured Party to be reasonably necessary to collateralize its credit risk arising out of such Secured Hedge Agreement)Swap Obligations, (iiiii) with respect to letters of credit, furnish cash collateral (the “▇▇ ▇▇▇▇ Letter of Credit Cash Collateral”) to the First-First Lien Secured Parties Representative in such amounts as the relevant First-First Lien Secured Parties determine is reasonably necessary to secure such First-First Lien Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), and (iiiiv) agree in writing in form accrued and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for unpaid interest, fees (other than any lossprepayment premium, costif any), damage or expense (including breakage costs, attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-extent not allocable to Excess First Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured PartiesObligations; provided that for the avoidance of doubt, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing PartiesPurchase Price calculated based on the foregoing (excluding clause (iv) exceed the Maximum First Lien Principal Amount with respect to the First Lien Obligations. (d) The Purchase Price and ▇▇ ▇▇▇▇ Letter of Credit Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-First Lien Collateral Agent Representative as it shall designate to the Purchasing Parties. The Applicable First-First Lien Collateral Agent Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-applicable First Lien Secured Parties in accordance with the First-applicable First Lien Debt DocumentsDocuments and the First Lien Intercreditor Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the each account designated by the Applicable First- First Lien Collateral Agent Agents, respectively, are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the any account designated by the Applicable First-First Lien Collateral Agent Agents are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-First Lien Secured Parties as to the First-First Lien Obligations, the Shared Common Collateral or otherwise and without recourse to the First-First Lien Secured Parties, except that the First-First Lien Secured Parties shall represent and warrant: (i) the amount of the First-their respective First Lien Obligations being purchasedObligations, (ii) that the First-First Lien Secured Parties own the First-their respective First Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-First Lien Secured Parties have the right to assign the First-all of their respective First Lien Obligations and the their respective assignment is duly authorized. (f) For In the avoidance event that any one or more of doubtthe Second Lien Secured Parties exercises and consummates the purchase option set forth in this Section 4.6, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed the Purchasing Parties shall have the right, but not the obligation, to be a Purchasing Party for purposes of this Section 3.7require the First Lien Agents to immediately resign under the First Lien Credit Agreements, and (ii) be subject notwithstanding anything contained in the First Lien Documents to the contrary, each First Lien Agent shall have the right, but not the obligation, to immediately resign as agent under the applicable First Lien Credit Agreement. In either such event, the First Lien Agents shall execute and deliver such documents and instruments reasonably requested by the Second Lien Agent and/or Purchasing Parties to assign and transfer any Common Collateral, together with any and all rights under deposit account control agreements and lien waivers related to the Common Collateral, to the applicable successor agent under the First Lien Documents. (g) In the event that any one or liable for any obligations more of a Purchasing Party pursuant to the Second Lien Secured Parties exercises and consummates the purchase option set forth in this Section 3.7 4.6, (i) the First Lien Secured Parties shall retain their indemnification rights under the First Lien Documents for actions or other matters arising on or prior to the date of such purchase and (iiiii) incur any liability to any First-and in the event that, at the time of such Purchase, there exists Excess First Lien Obligations, the consummation of such purchase option shall not include (nor shall the Purchase Price be calculated with respect to) such Excess First Lien Obligations (clauses (i) and (ii), the “Retained Interest”). (h) In the event that a Retained Interest exists, each First Lien Secured Party shall, at the request of the Purchasing Parties, execute an amendment to the applicable First Lien Credit Agreement acknowledging that such Retained Interest consisting of Excess First Lien Obligations is a last out tranche (other than with respect to Excess Second Lien Obligations), payable after the payment in full, in cash, of the Second Lien Obligations (other than Excess Second Lien Obligations). Each First Lien Secured Party shall continue to have all rights and remedies of a lender under the applicable First Lien Credit Agreement and the other First Lien Loan Documents; provided, that no First Lien Secured Party shall have any right to vote on or otherwise consent to any amendment, waiver, departure from or other Person modification of any provision of any First Lien Document; provided, however, that no such amendment, waiver, departure from or other modification shall modify the priority of the Liens with respect to such Excess First Lien Obligations and the Excess Second Lien Obligations as provided in connection with any Purchase pursuant to this Section 3.7Sections 3.1(c) and 5.1.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent In consideration of the mutual covenants herein contained and for Ten ($10) Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord does hereby give and grant to Tenant the option for Tenant to purchase the Leased Premises together with the "Leased Premises" as that term is defined in the UHS Lease (but subject to the UHS Lease, if same is still in effect), directly or through a designee, (i) for a purchase price (the "Purchase Price") equal to the Option Exercise Price and (ii) within ninety(90) days before the tenth(10th) anniversary of the Commencement Date and within sixty(60) days before or after the twentieth(20th) anniversary of the Commencement Date on a date which is mutually agreeable to Landlord and Tenant (the "Option Purchase Date"), but in any event not sooner than thirty(30) days after the Fair Market Value Date; provided that, the parties agree to cooperate with each other so that the Option Purchase Date occurs at a time when no Prepayment Premium is payable under a Loan; provided further that, Tenant agrees that it will if the Option Purchase Date occurs after the scheduled expiration of the initial Term, then the initial Term shall automatically be extended until the date of the actual closing of the purchase contemplated herein. If Tenant intends to exercise such option, Tenant shall give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement "Option Exercise Notice”") promptly following (ito Landlord to such effect not later than twelve(12) its commencement months prior to the tenth(10th) or twentieth(20th) anniversaries of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date Commencement Date, as applicable. Promptly upon receipt of such notice so long as by Landlord, the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith parties shall commence to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceedingdetermine Fair Market Value. Any Junior-Lien Secured Party shall have the option, No Option Exercise Notice given hereunder by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which Tenant shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval valid or of any court force or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), effect unless same shall clearly and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties unambiguously exercise Tenant's option with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date purchase of the Purchaseentire Leased Premises demised hereunder and under the UHS Lease as a single, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, concurrent transaction and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7Paragraph 34 only, any reference herein to the "Leased Premises" shall collectively mean (iiA) be subject the Leased Premises as defined herein and demised hereunder and (B) the "Leased Premises" as defined in the UHS Lease and demised thereunder, it being intended that the term Leased Premises shall include all of Landlord's right, title and interest in each property identified on Exhibit "A-2" hereof, and any reference herein to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any the "Purchase pursuant to this Section 3.7Price" shall mean the aggregate purchase price hereunder and under the UHS Lease, collectively.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will use commercially reasonable efforts to give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of at least two Business Days prior to commencing any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its Common Collateral following the acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation ProceedingFirst Priority Obligations. Any Junior-Lien Second Priority Secured Party constituting not less than the Required Holders(the “Purchasing Parties”) shall have the optionoption to purchase all, by but not less than all, of the First Priority Obligations from the First Priority Secured Parties following delivery of irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative on behalf of the Purchasing Parties to each First-Lien Collateral Agent the First Priority Representative no later than thirty days 25 Business Days after (i) commencement of any Enforcement Action with respect to a material portion of the earlier to occur Common Collateral following the acceleration of the First Priority Obligations or (aii) the Designated Junior-Lien Collateral Agent’s receipt commencement of an Insolvency Proceeding by or against the Borrower. If the Second Priority Representative on behalf of the Enforcement Notice and (b) Purchasing Parties so delivers the Designated Junior-Lien Collateral Agent becoming aware of Purchase Notice, the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.08. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative on behalf of the Purchasing Parties in the Purchase Notice (which shall be a Business Day not less than five daysBusiness Days, nor more than ten days20 Business Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment interest, fees, premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses), and, in the case of any Secured Hedge AgreementHedging and Cash Management Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement the Hedging or Cash Management Obligation on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement)Hedging and Cash Management Obligations, (iii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iiiii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iviii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral or the institution of any Insolvency Proceeding (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such noticeEnforcement Notice), (ii) its acceleration of . Following the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Enforcement Action or the institution of any Insolvency or Liquidation Proceeding. Any Junior-Lien , any Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty five business days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien outstanding First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions, and shall not take any further Enforcement Actions, provided that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.6. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a3.6(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien outstanding First Priority Obligations; provided that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien the First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Borrower or any Grantor that own Common Collateral under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Borrower and the Grantors that own Common Collateral under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest (including, accrued but unpaid to the extent applicable, interest and fees and any other unpaid amountsat the default rate), includingPost-Petition Interest, fees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Borrower or Grantor that owns the Common Collateral thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementHedging Obligations), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with (x) any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit) and (y) any Cash Management Obligations, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Borrower or Grantors that own Common Collateral under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing First Priority Secured Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt Documentsprovisions of the Pari Passu Intercreditor Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to to, and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five Business Days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the optionoption upon receipt of the Enforcement Notice by the Second Priority Representative, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty days five Business Days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement Action. Actions and shall not take any further Enforcement Actions, provided, that the Purchase (bas defined below) On shall have been consummated on the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent Each First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent each Second Priority Representative written notice (the “Enforcement Notice”) promptly following within five Business Days of: (i) its the commencement of any an Enforcement Action with respect to Shared Collateral or the institution of any Insolvency Proceeding or (which notice shall be effective for all Enforcement Actions taken after ii) the date acceleration of the First Priority Obligations. Upon receipt of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies againstby each Second Priority Representative, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the option, but in no event the obligation, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent such Second Priority Representative to each First-Lien Collateral Agent First Priority Representative no later than thirty days ten Business Days after the earlier to occur receipt by such Second Priority Representative of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Actionsuch notice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If any Second Priority Representative so delivers the contrary contained hereinPurchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. If more than one Second Priority Representative exercises its purchase option, the purchase shall be allocated among such purchasing Second Priority Representatives pro rata by principal amount of Second Priority Obligations. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five daysBusiness Days, nor more than ten daysBusiness Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but and unpaid interest and fees and any other unpaid amountsat the contract rate, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementSpecified Swap Agreements, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Specified Swap Agreements on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be reasonably necessary to collateralize its credit risk arising out of such Secured Hedge AgreementSpecified Swap Agreements), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 103% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral actually received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account account(s) of the Applicable First-Lien Collateral Agent each applicable First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent Each First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties represented by it in accordance with the First-Lien Debt Documentsrespective First Priority Agreement (subject to the First Priority Pari Passu Intercreditor Agreement). Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations being purchased free and clear of any liens or encumbrances Liens and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations being assigned and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent Second Priority Representative (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien First Priority Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7. (g) To the extent that any First Priority Secured Party is in breach of the provisions of this Section 3.7, a Purchasing Party may, but shall not be obligated to, extend the date of the proposed Purchase on a day for day basis during the period of any breach by such First Priority Secured Party.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- First-Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- First-Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Senior Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following within ten days after (i) its the occurrence of any Event of Default under any Senior Debt Document and the commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Senior Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Senior Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Senior Obligations in accordance with the terms of the First-Lien Senior Debt Documents; or (iii) its the commencement of an Insolvency or Liquidation ProceedingProceeding . Any Junior-Lien Second Priority Secured Party shall have the optionoption upon receipt of the Enforcement Notice by the Second Priority Representative, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien the Senior Collateral Agent no later than thirty ten days after delivery from the earlier to occur of (a) the Designated Junior-Lien Senior Collateral Agent’s receipt Agent of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien Senior Obligations from the First-Lien Senior Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Senior Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions; provided that (i) the Purchase shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.07 and (ii) prior to such date the Senior Collateral Agent may continue to take such Enforcement Action deemed by it to be necessary to the preservation of the rights of the Senior Secured Parties or their rights in the Shared Collateral. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Senior Collateral Agent of the Purchase Notice), the First-Lien Senior Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a3.07(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Senior Secured Parties, all the First-Lien Senior Obligations; provided that the First-Lien Senior Obligations purchased shall not include any rights of First-Lien Senior Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Senior Debt Documents that are expressly stated to survive the termination of the First-Lien Senior Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Senior Debt Documents to the First-Lien Senior Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Senior Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Senior Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest, accrued but unpaid interest and fees and any other unpaid amounts, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Hedging Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Hedging Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Senior Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Hedging Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Senior Secured Parties in such amounts as the relevant First-Lien Senior Secured Parties determine is reasonably necessary to secure such First-Lien Senior Secured Parties in connection with any outstanding Letters of Credit (not to exceed 105% of the aggregate undrawn face amount of such Letters of Credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Senior Collateral Agent to reimburse the First-Lien Senior Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Senior Obligations and/or as to which the First-Lien Senior Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Senior Collateral Agent, after written request from the Applicable First-Lien Senior Collateral Agent, to reimburse the First-Lien Senior Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Senior Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Senior Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Senior Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Senior Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Senior Secured Parties in accordance with the First-Lien Senior Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Senior Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Senior Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Senior Secured Parties as to the First-Lien Senior Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Senior Secured Parties, except that the First-Lien Senior Secured Parties shall represent and warrant: (i) the amount of the First-Lien Senior Obligations being purchased, (ii) that the First-Lien Senior Secured Parties own the First-Lien Senior Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Senior Secured Parties have the right to assign the First-Lien Senior Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent Second Priority Representative (i) be deemed to be a Purchasing Party for purposes of this Section 3.73.07, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 3.07 or (iii) incur any liability to any First-Lien Senior Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.73.07.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty five business days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) (or, if higher, the market price in respect thereof) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest, accrued but unpaid interest and fees and any other unpaid amounts, includingfees, breakage costs, reasonable attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementDesignated Hedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Designated Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementDesignated Hedging Obligations), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including reasonable attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. a. Landlord grants Tenant the option, exercisable by Tenant at any time during the term and any extension of this Lease, to purchase the Premises at a purchase price in 1990 of Two Million, Nine Hundred Twenty-five Thousand Eight Hundred Sixty-six (a$2,925,866) The Applicable First-Lien Collateral Agent agrees that it will give which price shall increase at the Designated Junior-Lien Collateral Agent written rate of four (4) percent per annum on the first day of each calendar year after 1990 during the term and any extension of this Lease. Tenant shall exercise its option to purchase by notice in writing thereof delivered to or mailed by registered or certified mail to Landlord at Landlord's address, which notice shall specify a closing date of not more than sixty (60) days and not less than thirty (30) days from the “Enforcement Notice”) promptly following (i) its commencement date thereof. On the closing date so specified or such other closing date as may be otherwise mutually agreed upon between the parties, Landlord shall deliver to Tenant a good and sufficient quitclaim deed running to Tenant or to the nominee designated in writing by Tenant to Landlord prior to the closing date, which deed shall convey to Tenant or Tenant's nominee a good and clear record and marketable title to the Premises free and clear from all liens, encumbrances and restrictions, except: 1. Provisions of any Enforcement Action existing building and zoning laws; 2. Such taxes for the then current year as are not due and payable on the date of delivery of such deed; and 3. Such other easements, restrictions and encumbrances of record which do not materially interfere with the continuing use and operations of the Premises. Upon the delivery of such deed Tenant shall pay Landlord the purchase price in full in cash or by bank or certified check and there upon all obligations of Tenant under this Lease with respect to Shared Collateral the Premises shall cease and determine (which notice except that the rent shall be effective for all Enforcement Actions taken after the date apportioned as of such notice so long as date). b. In the Applicable First-Lien Collateral Agent event Landlord is diligently pursuing in good faith unable to deliver the Premises to Tenant upon the exercise of its default or enforcement rights or remedies againstoption to purchase, or diligently attempting in good faith this Lease shall automatically revive and continue for a period of sixty (60) days during which time Landlord shall use its best efforts (said obligation being limited by Landlord's expectation of net proceeds from said sale) to vacate any stay deliver title to Tenant at the end of enforcement rights said period. At the end of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), said sixty (ii60) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten daystenant may elect to continue this lease or terminate this lease, after receipt by vacating the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”)premises promptly. (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. Paragraph 35 of the Lease is hereby deleted in its entirety and the following shall be inserted in lieu thereof: (a) The Applicable First-Lien Collateral Agent agrees that it will Landlord does hereby give and grant to Tenant the Designated Junior-Lien Collateral Agent written notice option to purchase the Leased Premises on December 31, 2027 (the “Enforcement NoticeOption Purchase Date”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) equal to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters greater of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount Fair Market Value of the First-Lien Obligations being purchasedLeased Premises as of the Relevant Date, and (ii) that $8,500,000. If Tenant intends to exercise such option, Tenant shall give written notice (the First-Lien Secured Parties own “Option Exercise Notice”) to Landlord to such effect no earlier than December 31, 2025 nor later than December 31, 2026, time being of the First-Lien Obligations free and clear essence with respect to such Option Exercise Notice. Promptly upon receipt of any liens or encumbrances and (iii) that the First-Lien Secured Parties have Option Exercise Notice by Landlord, the right parties shall commence to assign the First-Lien Obligations and the assignment is duly authorizeddetermine Fair Market Value. (fb) For If Tenant shall exercise the avoidance foregoing option to purchase the Leased Premises, on the later to occur of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, the Option Purchase Date and (ii) be subject the date when Tenant has paid the Purchase Price and has satisfied all other Monetary Obligations, Landlord shall convey the Leased Premises to or liable for any obligations Tenant in accordance with Paragraph 20 hereof; provided, that if an Event of a Purchasing Party pursuant Default has occurred and is continuing on the Option Purchase Date, Landlord, at its sole option, may terminate Tenant’s option to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7purchase hereunder. IF THIS LEASE SHALL TERMINATE FOR ANY REASON PRIOR TO THE DATE ORIGINAL FIXED HEREIN FOR THE EXPIRATION OF THE TERM, OR IF TENANT SHALL FAIL TO GIVE THE OPTION EXERCISE NOTICE, TIME BEING OF THE ESSENCE, THE OPTION PROVIDED IN THIS PARAGRAPH 35 AND ANY EXERCISE THEREOF BY TENANT SHALL CEASE AND TERMINATE AND SHALL BE NULL AND VOID. IN SUCH EVENT, TENANT SHALL EXECUTE SUCH OTHER DOCUMENTS AS LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS OPTION.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty five business days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement Action. Actions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”).not (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) (or, if higher, the market price in respect thereof) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest, accrued but unpaid interest and fees and any other unpaid amounts, includingfees, breakage costs, reasonable attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementDesignated Hedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Designated Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementDesignated Hedging Obligations), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including reasonable attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Remaining Party shall have the optionirrevocable and exclusive option to purchase all of the First Refusal Party’s Interests at the Sale Price (the “Right of First Refusal Purchase Option”). To exercise the Right of First Refusal Purchase Option, by irrevocable within thirty (30) Business Days following delivery of the Seller’s Notice (the “Acceptance Period”), the Remaining Party must deliver a written notice (the “Purchase Notice”) delivered to the Offeror Party stating whether it elects to exercise the Right of First Refusal Option under this Section 3.3.2, the number of First Refusal Party’s Interests (up to all) that it is willing to purchase and the date on which such purchase shall be consummated; provided, however, that such date shall not be later than sixty (60) Business Days after the delivery of the Purchase Notice; provided, further, that such date shall be extended as necessary to allow for the valuation of any portion of the Sale Price or non-cash consideration by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after Evaluator(s) if requested by either Party. If the earlier to occur of Remaining Party does not deliver a Purchase Notice as provided above (a) or if the Designated Junior-Lien Collateral Agent’s receipt closing of the Enforcement Notice and purchase does not occur within sixty (b60) the Designated Junior-Lien Collateral Agent becoming aware Business Days of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, Remaining Party will be deemed to have elected not to exercise its Right of First Refusal Purchase Option in connection with such transaction which was subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”)such Seller’s Notice. (cb) Without limiting If the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which Remaining Party shall not be transferred in connection with the Purchase), on the date have exercised its Right of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “First Refusal Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party Option pursuant to this Section 3.7 3.3.2, the Offeror Party will be free, for a period of ninety (90) Days after expiration of the Acceptance Period, to sell all, or a portion of, the unpurchased Ownership Interests to the Third Party Transferee, at a price per Ownership Interests equal to or greater than the Sale Price and upon terms no more favorable to the Third Party Transferee than those specified in the Seller’s Notice. Any Transfer of First Refusal Party’s Interests by the Offeror Party after the end of such ninety (iii90) incur any liability to any First-Lien Secured Party Day period or any other Person change in connection with any Purchase pursuant the terms of the sale as set forth in the Seller’s Notice that are more favorable to the Third Party Transferee will require a new Seller’s Notice to be delivered to the Remaining Party and will give rise anew to the rights provided in this Section 3.73.3.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five Business Days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the option, but in no event the obligation, upon receipt of the Enforcement Notice by the Second Priority Representative, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty days five Business Days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five daysBusiness Days, nor more than ten daysBusiness Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but and unpaid interest and fees and any other unpaid amountsat the contract rate, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementSpecified Swap Agreements, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Specified Swap Agreements on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementSpecified Swap Agreements), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 103% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral actually received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances Liens and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent Second Priority Representative (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien First Priority Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will use commercially reasonable efforts to give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of at least two Business Days prior to commencing any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its Common Collateral following the acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation ProceedingFirst Priority Obligations. Any Junior-Lien Second Priority Secured Party constituting not less than the Required Holders (the “Purchasing Parties”) shall have the optionoption to purchase all, by but not less than all, of the First Priority Obligations from the First Priority Secured Parties following delivery of irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative on behalf of the Purchasing Parties to each First-Lien Collateral Agent the First Priority Representative no later than thirty days 25 Business Days after (i) commencement of any Enforcement Action with respect to a material portion of the earlier to occur Common Collateral following the acceleration of the First Priority Obligations or (aii) the Designated Junior-Lien Collateral Agent’s receipt commencement of an Insolvency Proceeding by or against the Borrower. If the Second Priority Representative on behalf of the Enforcement Notice and (b) Purchasing Parties so delivers the Designated Junior-Lien Collateral Agent becoming aware of Purchase Notice, the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.8. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative on behalf of the Purchasing Parties in the Purchase Notice (which shall be a Business Day not less than five daysBusiness Days, nor more than ten days20 Business Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment interest, fees, premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses), and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement)Hedging Obligations, (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give 37.1 Landlord hereby grants to the Designated Junior-Lien Collateral Agent written notice originally named Tenant herein (the “Enforcement NoticeNamed Tenant”) promptly following (i) its commencement ), and Named Tenant hereby accepts from Landlord, the right to purchase the Premises pursuant to the terms and conditions of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion this Article 37 of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration Lease and the contract of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice sale attached hereto as Exhibit E (the “Purchase NoticeContract of Sale”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties). Notwithstanding anything to the contrary contained herein, neither this option is contingent upon Tenant’s obtaining all required governmental approvals from all applicable governmental authorities for the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part subdivision of the Applicable First-Lien Collateral Agent Premises into one (1) separate and distinct tax lot, at Tenant’s sole cost and expense, and in delivering any Enforcement Notice or terminating any existing Enforcement Action. the event that such subdivision is not obtained with one hundred eighty (b180) On days after the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which of exercise of such option, such option shall be a Business Day not less than five days, nor more than ten days, after receipt deemed null and void and any downpayment or deposit tendered by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred Tenant in connection with the Purchase)option or Contract of Sale pursuant to Section 37.2 of this Lease shall be immediately returned by Landlord to Tenant. 37.2 In the event Named Tenant elects to purchase the Premises pursuant to the option herein granted, on Named Tenant shall deliver to Landlord written notice of its election to purchase the date Premises (“Named Tenant’s Purchase Notice”) sixty (60) days prior to the expiration of the Purchasesecond Lease Year of the Term of this Lease, time being of the Purchasing Parties essence with respect thereto. Named Tenant’s Purchase Notice shall (i) pay set forth the closing date of the transfer of title, which shall be the later of (a) the last day of the second Lease Year of the term of this Lease, or (b) ten (10) days following the date the Purchase Price for the Premises is determined pursuant to subsection (c) below; (ii) include two original executed counterpart Contracts of Sale in cash the form attached hereto as Exhibit E(leaving blank the Purchase Price which shall be calculated pursuant to subsection (c) below), and (iii) include a certified or official bank check for the downpayment in the amount of Five Hundred Thousand Dollars ($500,000.00) payable to the First-Lien Secured Parties order of the escrow agent designated pursuant to the Contract of Sale. In the event Named Tenant fails to timely or properly exercise the option to purchase the Premises in the manner set forth herein, Named Tenant’s rights under this Article 37 of the Lease or cannot obtain such subdivision approval on or before the date set forth in Section 37.1 herein, such option shall be null and void and of no further force and effect. Upon Named Tenant’s exercise of the option and Named Tenant’s full payment of the downpayment required under the Contract of Sale, the Contract of Sale shall be deemed to be in full force and effect, without the execution thereof or of any other documents by the parties, except with regard to the final determination of the Purchase Price as determined pursuant to subsection (c) below and the subdivision approval. Notwithstanding the foregoing, Landlord shall countersign the Contract of Sale upon the parties agreement of the Purchase Price amount pursuant to the terms of subsection 37.3 below. 37.3 The purchase price to be paid by Named Tenant for the Premises (the “Purchase Price”) therefor shall be equal to the full amount fair market value of the Premises as of the day Named Tenant exercised the Option, free and clear of all First-Lien Obligations then outstanding liens, restrictions and unpaid at par encumbrances (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, than the Permitted Exceptions as defined in the case Contract of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementSale), (ii) furnish cash collateral (the . The “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral fair market value” shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties further determined in accordance with the First-Lien Debt Documentsfollowing procedure: i. The parties shall use commercially reasonable, good faith efforts to attempt to agree on the fair market value of the Premises within fifteen (15) days following the Named Tenant’s Purchase Notice. Interest If the parties shall be calculated unable to but excluding agree in writing as to such fair market value within such fifteen (15) day period, the fair market value shall be determined in the following manner. Within ten (10) days after the expiration of such 15 day period, each party shall appoint an appraiser who shall be a licensed commercial MAI real estate appraiser having at least five (5) years’ experience in the appraisal of commercial real property in the City of Gainesville, State of Florida. If either party shall fail to timely appoint an appraiser, the sole appointed appraiser shall proceed conclusively and unilaterally to determine such fair market value. If the two appraisers are so timely appointed, they each shall render a written appraisal of the fair market value within thirty (30) days of such engagement. If the higher of such two appraisals is not greater than 120% of the lower of such two appraisals, the fair market value shall be deemed to be the arithmetical mean of the two appraisals; otherwise, the two appraisers shall agree, within ten (10) days of the receipt of the second appraisal, upon a third appraiser of equal qualification. If the two appraisers shall be unable to agree on which the Purchase occurs if the amounts so paid selection of a third appraiser within such ten (10) day period, then either party may request such appointment by the Purchasing Parties then President of the Gainesville Alachua County Association of Realtors, or any successor organization of comparable function if such Association is not in existence and if there is no such successor organization or if such President shall fail or refuse to make such appointment within twenty (20) days after being requested by either party to do so, then by a justice of the account Circuit Court of the State of Florida in the County of Alachua or any successor court of similar jurisdiction. The decision of the third appraiser shall be binding and conclusive upon the parties. The fees of the appraiser designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest a party shall be calculated to borne by that party. The fees of the third appraiser shall be borne equally by Landlord and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City timeNamed Tenant. (e) ii. The Purchase appraisals shall be made without representation or warranty based on the highest and best use of any kind by the First-Lien Secured Parties Premises, which the parties hereby agree is for use as a manufacturing and distribution facility. iii. Notwithstanding anything contained herein to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubtcontrary, the parties hereto hereby acknowledge and agree that the current rental payable by Named Tenant under this Lease is below the fair market rental value of the Premises, and that such rental amount shall be completely disregarded by the parties and any appraisers in computing the fair market value for the purchase of the Premises. Further, the parties agree that notwithstanding anything contained herein to the contrary, including, but not limited to, any appraiser’s determination of the fair market value, in no event shall the Designated Junior-Lien Collateral Agent fair market value of the Premises be less than Five Million Four Hundred Thousand (i$5,400,000.00) Dollars. 37.4 The parties agree that once the fair market value of the Premises is determined in accordance with the terms of subsection (c) above, the Contract of Sale shall be deemed amended and changed to reflect the Purchase Price as so determined and Landlord shall execute the Contract of Sale and deliver a fully executed original of such to Tenant. 37.5 The Named Tenant’s purchase option herein shall be a Purchasing Party conditioned upon no Event of Default having occurred hereunder and upon this Lease being in full force and effect on the date of Landlord’s receipt of Named Tenant’s Purchase Option, and on the closing date of the purchase of the Premises. Any termination, cancellation, surrender, assignment or sublet of the interest of Named Tenant under this Lease at any time during the Term shall terminate the Named Tenant’s purchase option hereunder. 37.6 Upon the closing of the sale of the Premises to Tenant, this Lease shall automatically terminate and shall be of no force or effect except for purposes any of the terms and conditions herein which expressly survive the termination of this Section 3.7Lease, (ii) and the monthly installment of Fixed Annual Rent for the month of the closing shall be subject proportionately adjusted between the parties to or liable for any obligations the date of a Purchasing Party closing pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7the terms of the Contract of Sale.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent Pulitzer First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Pulitzer Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral or the institution of any Insolvency Proceeding (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent Pulitzer First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such noticeEnforcement Notice), (ii) its acceleration of . Following the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Enforcement Action or the institution of any Insolvency or Liquidation Proceeding. Any Junior-Lien , any Pulitzer Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Pulitzer Second Priority Representative to each First-Lien Collateral Agent the Pulitzer First Priority Representative no later than thirty five business days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Pulitzer Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien outstanding Pulitzer First Priority Obligations from the First-Lien Pulitzer First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinPulitzer Second Priority Representative delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party Pulitzer First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement Action. Actions, and shall not take any further Enforcement Actions, provided that the Purchase (bas defined below) On shall have been consummated on the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.73.6.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral or the institution of any Insolvency Proceeding (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of . Following the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Enforcement Action or the institution of any Insolvency Proceeding by the First Priority Representative or Liquidation Proceeding. Any Junior-Lien any other First Priority Secured Party, any Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty five business days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.6. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a3.6(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest (including, accrued but unpaid to the extent applicable, interest and fees and any other unpaid amountsat the default rate), includingPost-Petition Interest, fees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementHedging Obligations), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party (such term solely for the purposes of this Section 3.7 shall exclude the Second Priority Representative) shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by to the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent First Priority Representative no later than thirty five business days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien If a Second Priority Secured Party so delivers the Purchase Notice, the First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. (b) On the date specified by the Designated Junior-Lien Collateral Agent applicable Second Priority Secured Parties in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest, accrued but unpaid interest and fees and any other unpaid amounts, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Grantor thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement)Hedging Obligations, (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt Documentsapplicable First Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies againstTo and including ▇▇▇▇▇ ▇, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral▇▇▇▇, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party ▇▇▇▇▇▇ shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, option to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything Lessor's rights, title and interest in and to the contrary contained Premises, on the following terms and conditions ("Option"). a. Lessor hereby grants Lessee the Option to purchase the Premises as set forth herein. Attached hereto as Exhibit B is a true and correct copy of a Preliminary Title Report regarding the Premises issued by First American Title Company. Lessee has approved title exceptions ____________ of the Preliminary Title Report and has rejected title exceptions _________. Lessee agrees, should it exercise the Option granted herein, neither to take title subject to the Applicable First- Lien Collateral Agent nor approved title exceptions. The disapproved title exceptions shall be eliminated prior to Lessee taking title to the Property. b. Lessee may exercise this Option only within the time period set forth above. This right to purchase the Premises may be exercised by Lessee, or any other First-Lien Secured Party subsidiary or entity controlled by Lessee. c. If Lessee has not notified Lessor, in writing, of Lessee's intent to exercise this Option to Purchase, on or before March 1, 1999, then this Option shall have automatically terminate without any liability to any party hereto for any failure or delay action on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Actionparty. (b) On d. Lessee may exercise this Option, by notifying Lessor of Lessee's intent, and by depositing a $10,000 check into Escrow, with the date specified by Escrow Holder. The $10,000 shall be the Designated Junior-Lien Collateral Agent in "Initial Deposit" into Escrow, and shall be applied to the Purchase Notice (which Price. The Initial Deposit shall be a Business Day not less than five daysheld in an interest bearing account, nor more than ten days, after receipt by for the Applicable First-Lien Collateral Agent benefit of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell Lessee. e. The Escrow Holder shall be First American Title Company. f. Each party to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), Escrow shall be pay its normal and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”)customary fees as is customary in San Mateo County. (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ . ▇▇▇▇▇▇ Collateral”) shall convey the Premises to Lessee, free of any liens or encumbrances, except for those approved conditions of title as set forth in Paragraph 52.A. above, Lessor shall convey the Premises to Lessee in an "as is" condition. h. The term of the Escrow shall be for 120 days. During the 120 days, each party shall submit, to the First-Lien Secured Parties in Escrow Holder, such amounts documents and funds as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory transfer title to the Applicable First-Lien Collateral Agent property to reimburse Lessee. Lessee shall deposit sufficient funds to pay for the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees Purchase Price and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations its share of the Grantors under Closing Costs. If requested by Lessor, Lessee shall cooperate with a 1031 Tax Deferred Exchange, or its equivalent, without increasing the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at period of the time of escrow, increasing the Purchase which could reasonably be expected liability of any kind to result in Lessee, or increasing any loss, cost, damage or expense cost to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability Lessee for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Partieshaving agreed to do so. i. Lessee shall have the right to purchase the Premises, for the sum of $1,225,000 (d) The "Purchase Price and Price"). ▇▇ . ▇▇▇▇▇▇ Collateral and Lessee each agree to sign any and all documents, as may be reasonably required in order to bring to pass the contemplated sales transaction. Each party agrees to act in good faith and each party shall be remitted by wire transfer have all remedies available to it, at law or equity, in immediately available funds to such account the event of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes breach of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7Agreement.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five Business Days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the optionoption upon receipt of the Enforcement Notice by the Second Priority Representative, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty days five Business Days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five daysBusiness Days, nor more than ten daysBusiness Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien Obligations; provided First Priority Obligations;provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but and unpaid interest and fees and any other unpaid amountsat the contract rate, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementSpecified Swap Agreements, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Specified Swap Agreements on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementSpecified Swap Agreements), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 103% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances Liens and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent Second Priority Representative (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien First Priority Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent Each First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent each Second Priority Representative written notice (the “Enforcement Notice”) promptly following within five (i5) its commencement of Business Days after commencing any Enforcement Action by it with respect to Shared Common Collateral or the institution of any Insolvency Proceeding (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent such First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, including all Enforcement Actions identified in such notice), (ii) its acceleration of . Following the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Enforcement Action or the institution of any Insolvency Proceeding by any First Priority Representative or Liquidation Proceeding. Any Junior-Lien any other First Priority Secured Party, any Second Priority Secured Party shall have the option, but in no event the obligation, upon receipt of the Enforcement Notice by any Second Priority Representative, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent such Second Priority Representative to each First-Lien Collateral Agent First Priority Representative no later than thirty days ten (10) Business Days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt by such Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If any Second Priority Representative so delivers the contrary contained hereinPurchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement Action. Actions and shall not take any further Enforcement Actions, provided, that the Purchase (bas defined below) On shall have been consummated on the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7. If more than one Second Priority Representative exercises its purchase option, (ii) the purchase shall be subject to or liable for any obligations allocated among such purchasing Second Priority Representatives pro rata by principal amount of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7Second Priority Obligations.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long Effective as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration expiration of the First-Lien Obligations seventh (7th) year of the Term, and provided the Tenant is not then in accordance with default under the terms of this Lease beyond applicable notice and cure periods, the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party Tenant shall have the option, by irrevocable written notice option to purchase the Property (including the Premises) (the “Purchase NoticeOption”) delivered once a year by delivering written notice to the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Landlord of the Enforcement Notice and Tenant’s exercise of such Purchase Option, which notice will be given at least ninety (b90) days prior to the Designated Junior-Lien Collateral Agent becoming aware expiration of each year (e.g. ninety (90) days prior to the expiration of each of the Enforcement Action, to purchase all (but not less than all) 7th 8th and 9th years of the First-Lien Obligations from Term) (each a “Purchase Option Deadline”). For purposes of clarity, Tenant shall exercise its Purchase Option during the First-Lien Secured Parties7th, 8th and 9th years of the Term, for a closing on the Property in the 8th 9th and l0th years, all as more specifically set forth herein. Notwithstanding anything contained to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other FirstLandlord agrees to send written notice to the Tenant not more than four hundred (400) days prior to each Purchase Option Deadline, and at least three hundred sixty-Lien Secured Party five (365) days prior to each Purchase Option Deadline (such notice being referred to herein as the “Landlord’s Reminder Notice”), advising the Tenant of its rights under this Article 28, and to the extent the Landlord’s Reminder Notice is not provided timely, the Tenant’s Purchase Option Deadline shall have any liability be extended to any party hereto for any failure the later of: (i) three hundred sixty-five (365) days from the date the Tenant receives the Landlord’s Reminder Notice, or delay on (ii) the part last day of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On 7th, 8th and 9th years of the date specified by the Designated Junior-Lien Collateral Agent Term, as applicable; provided, however, in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by event the Applicable First-Lien Collateral Agent of Tenant has exercised the Purchase Option timely (regardless of whether the Landlord sent the Landlord’s Reminder Notice), the FirstPurchase Option Deadline shall be the last day of the applicable year in the Term. The Landlord and the Tenant will, at the request of the other, promptly execute a Memorandum of Option setting forth the Tenant’s Purchase Option, which the Tenant may file for record in the office of the county clerk of the county in which the Property is located. The purchase price for the Property pursuant to this Article 28 shall be Six Million Seven Hundred Forty Thousand Nine Hundred Eighty-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell One and 00/100 Dollars ($6,740,981.00) if the Purchase Option is exercised prior to the JuniorPurchase Option Deadline for the closing in the 8th year of the Term; Six Million Seven Hundred Thirty Thousand Six Hundred Seventy-Lien Secured Parties electing One and 00/100 Dollars ($6,730,671.00) if the Purchase Option is exercised prior to the Purchase Option Deadline for the closing in the 9th year of the Term and; Six Million Seven Hundred Six Thousand Four Hundred Seventy-Two and 00/100 Dollars ($6,706,472.00) if the Purchase Option is exercised prior to the Purchase Option Deadline for the closing in the 10th year of the Term. The Landlord and the Tenant shall close on the purchase pursuant to Section 3.7(a) of the Property (the “Purchasing PartiesClosing”) within sixty (60) days of the applicable Purchase Option Deadline (i.e., 60 days after the commencement of the 8th year of the Term, 60 days after the commencement of the 9th year of the Term, and 60 days after the commencement of the 10th year of the Term, as all such dates may be extended, at the Tenant’s option, if the Landlord fails to deliver timely the Landlord’s Reminder Notice, all as applicable). The Landlord shall only be required to remove such liens, judgements and encumbrances to title that were initiated or otherwise caused by Landlord (excluding easements that were accepted by Tenant by virtue of its execution of this Lease and/or agreed to by Tenant pursuant to this Lease). The parties will share equally in the payment of applicable transfer taxes and recording fees incurred at the Closing, and the Purchasing Parties Tenant shall purchase be responsible for all other closing costs (the “Purchase”) from the First-Lien Secured Partiesexcluding Landlord’s legal fees and any fees or expenses associated with removing liens, all the First-Lien Obligations; provided that the First-Lien Obligations purchased judgments and/or encumbrances to title, which shall not include any rights of First-Lien Secured Parties be paid by Landlord). The following will be apportioned with respect to indemnification the Property as of 12:01 a.m. on the date of Closing, as if Tenant was vested with title to the Property during the entire day upon which the Closing occurs: (i) any and other obligations all Rent paid (or due to be paid) by Tenant shall be pro-rated equitably at the time of Closing; (ii) all Operating Expenses and items of expense pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located; and (iii) subject to the foregoing pro-ration of Operating Expenses, ad valorem, real estate, and similar taxes assessed against the Property, with prorations being based upon the current year’s taxes and assessments, if available, or upon figures for the last preceding year, in which event the Landlord and the Tenant shall readjust the prorations when the current calendar year’s taxes and assessments become available. The Property shall be conveyed to Tenant pursuant to a special/limited warranty deed, with title in the condition required in this Article 28. In the event that the Tenant timely exercises its Purchase Option and the parties close on the Property, this Lease automatically shall terminate as of the Grantors date of the Closing, and thereafter be of no further force or effect. If requested by the Tenant, the Landlord will execute a lease termination agreement, confirming that the Tenant has no continuing obligations under the First-Lien Debt Documents Lease as of the date that the Property is purchased. In the event that the Tenant does not strictly comply with the timing requirements of this Article 28, the Purchase Option stated hereunder shall automatically terminate upon the expiration of the ninth (9th) year of the Term, provided, however, the Purchase Option shall be extended, at the Tenant’s election, if Landlord failed to delivery timely the Landlord’s Reminder Notice for such year. Notwithstanding anything contained herein to contrary, the Tenant promptly shall execute any reasonable termination of option documents that are expressly stated presented to Tenant by the Landlord. The Tenant’s obligation to execute termination documents for the option shall survive the termination of the First-Lien Debt Documents Lease for six (6) months following the “Surviving Obligations”). (c) Without limiting the obligations expiration of the Grantors under initial Term of the First-Lien Debt Documents Lease. The parties acknowledge that Tenant will be making significant improvements to the First-Lien Secured Parties Property in conjunction with respect its permitted use of the Premises. The parties therefore agree that, notwithstanding anything herein to the Surviving Obligations contrary, in the event tenant is default of this Lease beyond the applicable notice and cure periods at any time prior to the seventh (which 7th) anniversary of the Term, and in such event that Landlord elects to exercise its remedies as a result of such default as set forth in Article 24 above, then the Purchase Option set forth in this Article 28 shall not be transferred terminated, and instead, shall remain in connection with full force and effect, and Tenant shall have the Purchase), absolute right to purchase the Property on the date of the Purchaseterms and conditions set forth herein; provided, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as however that the purchase price (shall be adjusted to $7,250,000.00, plus any and all unpaid rents accruing up to the “Purchase Price”) therefor 8th anniversary of the full amount Lease, and thereafter shall be at the purchase price provided for the applicable time-frame herein. The date of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would Closing shall be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine that is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City timethe date sixty (60) days after Landlord has elected to exercise its remedies as provided in Article 24. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five Business Days after commencing any Enforcement Action (other than the exercise of control over any deposit account(s) or securities account(s)) with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice). Thereafter, (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien any Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty days five Business Days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating suspend any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 4.5. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five daysBusiness Days, nor more than ten daysBusiness Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a3.8(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest, accrued but unpaid interest and fees and any other unpaid amounts, includingfees, breakage costs, attorneys’ fees and expenses, unreimbursed letter of credit drawings, accepted drafts, and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement)Hedging Obligations, (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit in an amount equal to 105% of the aggregate undrawn face amount of such letters of credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts contemplated by this clause (iv) in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five Business Days after commencing any Enforcement Action (other than the exercise of control over any deposit account(s) or securities account(s)) with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice). Thereafter, (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien any Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty days five Business Days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating suspend any existing Enforcement Action.Actions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 4.5. 17 (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five daysBusiness Days, nor more than ten daysBusiness Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a3.8(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). . (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest, accrued but unpaid interest and fees and any other unpaid amounts, includingfees, breakage costs, attorneys’ fees and expenses, unreimbursed letter of credit drawings, accepted drafts, and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement)Hedging Obligations, (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit in an amount equal to 105% of the aggregate undrawn face amount of such letters of credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts contemplated by this clause (iv) in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time.18 (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. SECTION 5. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for Second Priority Secured Parties shall, at all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies againsttimes, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, but in no event the obligation, by no less than five Business Days’ irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action), to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured PartiesParties in the manner provided in the balance of this Section 4.7. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions; provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 4.7. (ba) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five daysBusiness Days, nor more than ten daysBusiness Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing desiring to purchase pursuant to Section 3.7(a) all of the First Priority Obligations (in such capacity, the “Purchasing Parties”Party), and the Purchasing Parties Party shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (cb) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties Party shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but and unpaid interest and fees and any other unpaid amountsat the contract rate, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure the First Priority Obligations owing to such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit) and First Priority Obligations owing in connection with Secured Cash Management Agreements (as defined in the Existing First Priority Agreement as in effect on the date hereof), in each case in this clause (ii), pursuant to the First Priority Agreement (as in effect on the date hereof), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties Party at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that in no event shall any the Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral actually received by the Purchasing PartiesParty. (dc) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing PartiesParty. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noon, New York City time. (d) After the closing of the Purchase, the Purchasing Party may request that the First Priority Representative immediately resign as administrative agent and, if applicable, collateral agent under the First Priority Loan Documents, and the First Priority Representative will immediately resign if so requested. Upon such resignation, a new administrative agent and, if applicable, a new collateral agent may be elected or appointed in accordance with the First Priority Loan Documents. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien each First Priority Secured Parties Party shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchasedpurchased from such First Priority Secured Party, (ii) that such First Priority Secured Party owns, beneficially and of record, the First-Lien Secured Parties own the First-Lien First Priority Obligations being purchased from it, free and clear of any liens or encumbrances Liens, and (iii) that the First-Lien such First Priority Secured Parties have Party has the right to assign the First-Lien First Priority Obligations being purchased from it and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees Each of Seller and Alcon agree that it will give each such party shall use its respective best efforts to reach a mutually acceptable agreement between the Designated Junior-Lien Collateral Agent written notice parties regarding the expansion of Seller’s existing production capacity with respect to sodium hyaluronate (the “Enforcement NoticeFacility Expansion”) promptly ). The parties hereto agree that, at any time following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: either (i) the amount of date that is seven (7) years after the First-Lien Obligations being purchased, Effective Date or (ii) completion of a Facility Expansion, Seller shall have the option to repurchase the Equipment from Alcon except that this option to repurchase may not be exercised to the First-Lien Secured Parties own extent a Default (as such term is defined in the First-Lien Obligations Lease Agreement) under Sections 17(a)(ii), 17(a)(iii) or 17(a)(iv) of the Lease Agreement exists at such time and Alcon has elected to terminate the Lease. The repurchase price of the Equipment pursuant to this Section 4 shall be the Purchase Price, as adjusted pursuant to Section 3 minus the aggregate of all Paydown Payments (as such term is defined in the Lease Agreement) actually paid (the “Repurchase Price”). Upon Seller’s written notice of exercise of the repurchase option pursuant to this Section 4, and payment of the Repurchase Price, Alcon shall sell, transfer, assign, convey, and deliver to Seller, free and clear of any liens or encumbrances Encumbrances, and (iii) that Seller shall purchase, acquire, and accept from Alcon, Alcon’s entire right, title, and interest in, to, and under the First-Lien Secured Parties have Equipment, and Alcon and Seller shall deliver a customary bill of sale evidencing such transfer of such right, title and interest to the right Equipment to assign Seller. Subject to Section 15, prior to the First-Lien Obligations and repurchase of the assignment is duly authorized. (f) For the avoidance of doubtEquipment by Seller, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed Alcon, without Seller’s prior written consent, directly or indirectly, by operation of law or otherwise, sell, transfer, assign, create, incur, assume or suffer to be exist any Encumbrance and/or grant a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party security interest in all or any other Person part of Alcon’s interest in connection with any Purchase pursuant to this Section 3.7Equipment.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the optionoption upon receipt of the Enforcement Notice by the Second Priority Representative, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty five business days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest, accrued but unpaid interest and fees and any other unpaid amounts, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementHedging Obligations), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent Second Priority Representative (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien First Priority Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest, accrued but unpaid interest and fees and any other unpaid amounts, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement)Hedging Obligations, (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Credit, credit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit) and (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentpayment, after written request from the Applicable First-Lien Collateral Agentprovided that, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees Tenant shall have the option to purchase the Leased Property from Landlord for the purchase price set forth in Section 43(b) below (the “Option to Purchase”), to be exercised by giving Notice to Landlord (“Tenant’s Option Notice”) during the period beginning on the Effective Date and ending on the later to occur of (i) ten (10) days after the date that Tenant receives either a copy of the first building permit authorizing the construction of the foundation portion of the Base Project Work, or a copy a written valid authorization issued by Uwchlan Township which is the functional equivalent of a building permit authorizing the construction of the foundation (collectively, the “Foundation Permit”), and (ii) twenty (20) days after Tenant receives Notice from Landlord that Landlord intends to obtain (and has a good faith reason to believe that it will give obtain) the Designated Junior-Lien Collateral Agent written notice first building permit authorizing construction of the Base Project Work within twenty (the “Enforcement Notice”20) promptly following (i) its commencement days of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as Notice. Notwithstanding the Applicable First-Lien Collateral Agent is diligently pursuing foregoing, in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith no event shall Tenant be required to vacate any stay of enforcement rights of its First-Liens on a material portion issue Tenant’s Option Notice sooner than thirty (30) days following receipt of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), Notice from Landlord pursuant to clause (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Actionabove. (b) On the date specified by the Designated Junior-Lien Collateral Agent The purchase price payable to Landlord for Landlord’s interest in the Purchase Notice Leased Property (which the “Option Price”) shall be a Business Day not less than five days, nor more than ten days, after receipt by equal to the Applicable First-Lien Collateral Agent sum of (i) the Purchase Notice)Project Cost and (ii) the Developer’s Fee. The parties acknowledge that since the Option Price is based on actual costs incurred to complete the Project, the First-Lien Secured Parties shallactual Option Price may not be known until the day of closing or thereafter. Accordingly, subject the parties agree to any required approval of any court or other governmental authority then close based on an estimated Option Price as determined in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to this Section 3.7(a43(b) (the “Purchasing PartiesEstimated Option Price”). Subject to reconciliation as set forth in Section 43(d) below, within ten (10) days of Tenant’s exercise of its Option to Purchase, Landlord shall send Tenant Notice of Landlord’s reasonable estimate of the Option Price showing in detail, with supporting documentation, Landlord’s reasonable determination of the components of the Project Cost (i.e., the Land Cost, the Soft Cost and the Construction Cost) and the Developer’s Fee, which Notice shall contain a statement in bold type and capital letters stating “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) DAYS SHALL BE A DEEMED APPROVAL BY TENANT” as a condition to the effectiveness of such Notice. Tenant shall have fifteen (15) days after receipt of Landlord’s estimate to accept or reject Landlord’s estimate of the Option Price. If Tenant fails to send Notice to Landlord of its rejection, Tenant shall be deemed to have accepted Landlord’s estimate. If Tenant rejects Landlord’s estimate, it must send Notice to Landlord setting forth the reasons for such rejection or requesting such additional information that Tenant may need to better analyze Landlord’s estimate. For the fifteen (15) day period after Landlord receives Tenant’s rejection Notice, the parties shall meet and negotiate in good faith to agree on the Estimated Option Price. If no agreement is reached after such period then Tenant, by sending Notice to Landlord within ten (10) days of the expiration of such fifteen (15) day period, shall have the right to exercise one of the following options: (i) Toll all of the time periods with respect to the Closing set forth in Sections 42(c) and (d) until agreement is reached on the Estimated Option Price or the dispute is resolved, or Tenant elects to exercise clause (ii) below. If agreement on the Estimated Option Price is not reached until after the Commencement Date, Tenant shall pay Rent as set forth in this Lease until Closing occurs. If no agreement on the Estimated Option Price is reached within one hundred eighty (180) days following the Commencement Date, then Closing shall be held on the one hundred eightieth (180th) day following the Commencement Date, and the Purchasing Parties provisions of clause (ii) below shall purchase apply; (ii) Proceed to Closing at the “Purchase”) from time and pursuant to the First-Lien Secured Partiesterms and conditions set forth in this Section 43, all the First-Lien Obligations; provided in particular, Section 43(d). At Closing, Tenant shall pay that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations amount of the Grantors under Option Price which is not in dispute to Landlord, and shall pay the First-Lien Debt Documents that are expressly stated to survive the termination excess amount of the First-Lien Debt Documents Option Price which is in dispute to a Qualified Dispute Escrow Agent. The Qualified Dispute Escrow Agent shall hold such amount in an interest bearing account until the parties resolve their dispute in writing or a court issues an order resolving the dispute in which case the Qualified Dispute Escrow Agent shall distribute the escrowed funds to Landlord and Tenant, as the case may be, (along with the “Surviving Obligations”)interest earned on such funds) in accordance with such resolution. This option may also be exercised at any time after Tenant exercises its option under clause (i) above; or (iii) Rescind Tenant’s exercise of its Option to Purchase. (c) Without limiting Closing on the obligations purchase and sale of the Grantors under Leased Property shall take place at a mutually agreeable location on the First-Lien Debt Documents thirtieth (30th) day after Substantial Completion of the Project has occurred, unless Tenant has elected the option set forth in Section 43(b)(i) above. Tenant shall pay the Option Price (or if not known, the Estimated Option Price or so much thereof which is not in dispute in accordance with Section 43(b) above) at closing by wire transfer of immediately available funds and if Tenant has exercised the option set forth in Section 43(b)(ii) above, at Closing, Tenant shall pay such disputed amount to the First-Lien Secured Parties Qualified Dispute Escrow Agent in accordance with respect such Section. If Tenant exercises its option set forth in Section 43(b)(i), then Basic Rent and Additional Rent shall be payable from the Commencement Date until completion of Closing. Landlord shall not make any representations or warranties regarding the physical condition of the Leased Property, except any representations and warranties contained in this Lease (including the warranty contained in the Work Letter and this Lease) shall be deemed to survive the closing and termination of this Lease. In addition, Landlord shall provide customary representations and warranties as to its good and marketable title to the Surviving Obligations (which Property, its due organization and its authority to convey the Leased Property. Landlord and Tenant shall not be transferred comply with all Legal Requirements in connection with the Purchasesale of the Leased Property and shall cooperate with one another with their efforts to do so. Landlord shall be obligated to convey (and Tenant’s obligation to purchase the Leased Property shall be conditioned on Landlord’s performance of such obligation) good and marketable fee simple title to the Leased Property, insurable at regular rates by Tenant’s chosen national title insurance company, by a limited warranty deed, subject only to (i) the Permitted Encumbrances (but excluding any and all Mortgages and Liens, all of which must be satisfied of record at closing by Landlord); (ii) all Liens, on encumbrances, charges, exceptions and restrictions attaching to the Leased Property created or caused by Tenant; (iii) all Legal Requirements then in effect; and (iv) other standard title exceptions other than those that may be deleted by a customary seller’s title affidavit. Tenant shall be obligated to assume and pay the cost of any confirmed or unconfirmed assessments affecting the Leased Property as of the date of the Purchase, the Purchasing Parties shall (i) pay in cash such closing. In addition to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding limited warranty deed, Landlord shall execute and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest deliver to Tenant a general assignment and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) of sale (which shall transfer and assign to Tenant, among other things, all of Landlord’s right, title and interest in and to the First-Lien Secured Parties in such amounts as Base Project Plans and Specifications, the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form TI Work Plans and substance satisfactory all other plans related to the Applicable First-Lien Collateral Agent to reimburse Property or the First-Lien Secured Parties for any lossconstruction of the Project, costthe Base Project Construction Contract, damage or expense (including attorneys’ fees the TI Construction Contract and expenses) in connection with any fees, costs or expenses all other agreements related to any checks the Property or the construction of the Project, and all other payments provisionally credited plans, specifications, designs, surveys, drawings, permits, approvals, consents and warranties related to the First-Lien Obligations Property), title affidavit, transfer tax forms and/or such other instrument or instruments as may be appropriate, which shall transfer the interests of Landlord in the Leased Property to which the First-Lien Secured Parties have not yet received final payment Tenant or Tenant’s designee. Landlord and (iv) agree in writing in form and substance satisfactory Tenant shall equally split all realty transfer taxes applicable to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Partiessale. (d) If the actual Option Price is not known and agreed to prior to Closing, and Tenant elects the option set forth in Section 43(b)(ii) above, then the Parties shall close and Tenant shall pay the Estimated Option Price. Thereafter, Landlord and Tenant agree to cooperate with one another, in good faith, to determine the actual Option Price based on the final and actual Project Cost (plus Developer’s Fee) as soon as is reasonably practical after Closing. The Purchase provisions of this Section 43 shall survive the termination of this Lease and the Closing of Tenant’s purchase option. During a period of not more than sixty (60) days after the Closing, the parties shall meet and negotiate in good faith to agree on the actual Option Price. Once the final Option Price is determined, if such actual price is higher than the Estimated Option Price, Tenant will pay to Landlord within ten (10) days of such determination, the difference between the Estimated Option Price and ▇▇ ▇▇▇▇ Collateral the actual Option Price; and if such actual Option Price is lower than the Estimated Option Price, Landlord shall be remitted by wire transfer in immediately available funds refund to Tenant within ten (10) days of such account of determination, the Applicable First-Lien Collateral Agent as it shall designate to difference between the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute actual Option Price and the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City timeEstimated Option Price. (e) The Tenant may not assign, mortgage, pledge, encumber or otherwise transfer its Option to Purchase except simultaneously with its interest in this Lease, and then only to an Affiliate, and any such purported transfer or attempt to transfer shall be made void and without representation or warranty effect, and shall terminate the Option to Purchase. Notwithstanding the foregoing, Tenant may designate an Affiliate of any kind by the First-Lien Secured Parties as Tenant to take title to the First-Lien Obligations, Leased Property provided Tenant gives Landlord not less than three (3) Business Days’ prior Notice. In the Shared Collateral or otherwise and without recourse event as a result of a designation of another Person to acquire title to the First-Lien Secured PartiesProperty, except that the First-Lien Secured Parties any additional transfer tax incurred as a result of such designation shall represent be paid by Tenant, and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free Tenant shall indemnify and clear of save harmless Landlord from and against any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorizedall such additional transfer tax. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. Subject to the terms and conditions set forth in this Section 24.19, Landlord hereby grants to Tenant an option (athe “Purchase Option”) The Applicable First-Lien Collateral Agent agrees that it will give to purchase all, but not less than all, of the Designated Junior-Lien Collateral Agent Facilities. Tenant may exercise the Purchase Option by delivery of written notice (the “Enforcement Election Notice”) promptly to Landlord at any time during the Option Period. Within thirty (30) days following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral AgentLandlord’s receipt of the Enforcement Notice Election Notice, the parties shall sign the standard sale escrow instructions of a national title company (mutually acceptable to Tenant and Landlord) that are in form and substance reasonably satisfactory to Landlord and without representations or warranties, due diligence or other contingencies in favor of Tenant and Tenant shall deposit five percent (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all5%) of the First-Lien Obligations Option Facility Purchase Price with the title company, which may be retained by Landlord as liquidated damages solely for any breach by Tenant of these terms or the escrow instructions (and which in no way shall liquidate or limit Landlord’s damages by reason of any other breach of this Lease). The escrow shall close (the “Option Closing Date”) on the date indicated in the Election Notice, which date may not be sooner than thirty (30) days after delivery of the Election Notice and may not be later than the date that is sixty (60) days after delivery of the Election Notice. On such Option Closing Date, Tenant shall pay the Option Purchase Price in cash and Landlord shall deliver to Tenant (x) a special warranty deed (or its equivalent) conveying the portion of the Facilities consisting of the Land, Leased Improvements, Related Rights and Fixtures, subject only to the Permitted Encumbrances; and (y) a b▇▇▇ of sale for that portion of the Facilities constituting the Intangibles and Landlord Personal Property, which b▇▇▇ of sale shall be delivered without warranty or recourse of any kind. Tenant shall pay all title and escrow fees, recording fees, transfer taxes and all other transaction costs arising from the First-Lien Secured Partiessale of the Facilities to Tenant. Notwithstanding anything If Tenant fails to close the escrow for any reason other than a breach by Landlord, then Tenant’s right to the contrary contained hereinPurchase Option shall terminate, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party and Tenant shall have no further rights under this Section 24.19. (a) The purchase price for the Facilities (the “Option Purchase Price”) shall equal the sum of: (i) the quotient obtained by dividing (A) the monthly Base Rent in effect as of the date on which the Election Notice is delivered to Landlord multiplied by twelve (12), by (B) 0.09, plus (ii) as reasonably calculated by Landlord, any liability to accrued but unpaid straight line rent as shown on Landlord’s books and records as of the Option Closing Date, plus (iii) the aggregate amount of any party hereto for any failure or delay unpaid Deferred Rent on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement ActionOption Closing Date. (b) On The Purchase Option is personal to Tenant and Tenant shall have no right to exercise the Purchase Option, and Tenant’s Election Notice will be ineffective, if an Event of Default shall have occurred and be continuing on or following the date specified by Landlord receives the Designated Junior-Lien Collateral Agent in Election Notice or the date on which the acquisition of the Option Facility pursuant to the Purchase Notice Option is to close. Any termination of this Lease or any Transfer (which shall be a Business Day that has not less than five daysbeen expressly consented to by Landlord), nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of terminates all rights under this Section 24.19 and the Purchase Notice)Option is not assignable, the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), separate and the Purchasing Parties shall purchase (the “Purchase”) apart from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”)this Lease. (c) Without limiting As used herein, “Option Period” means the obligations following periods of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchasedJanuary 1, 2022 through June 30, 2022; (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and January 1, 2023 through June 30, 2023; (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorizedJanuary 1, 2024 through June 30, 2024; (iv) January 1, 2025 through June 30, 2025. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent Borrower covenants and agrees to use commercially reasonable efforts to obtain the Emergency Room Permits within twelve (12) months following the Closing Date, unless such period of time is extended by the mutual agreement of the parties, it being understood and agreed that the parties intend to work collaboratively, in good faith, and with all diligence during such period of time to obtain the Emergency Room Permits, at the Borrower’s sole expense, it will give being further understood and agreed that, to the Designated Junior-Lien Collateral Agent written notice extent that the parties are working collaboratively, in good faith, and with all diligence during such period of time to obtain the Emergency Room Permits, it is the intention of the parties to extend such twelve (12) month period as necessary, provided that there is a reasonable expectation that such permits can be obtained within an additional six (6) months. (b) At any time during the Option Period and pursuant to the Option Agreement, Lender shall have the option (the “Enforcement NoticeOption”) promptly following to purchase the Property by providing Buyer with no less than one hundred eighty (i180) its commencement days’ prior written notice. Upon exercise of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice Option, so long as Borrower has obtained the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies againstEmergency Room Permits, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion Borrower shall immediately commence construction of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations Emergency Room Facility in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement Option Agreement. The terms of an Insolvency or Liquidation Proceedingthe transactions contemplated by the exercise of the Option, including, without limitation, the purchase price for the Property, shall be as set forth in the Option Agreement. Any Junior-Lien Secured Party Unless Lender exercises the Put Right, Lender shall have the option, by irrevocable written notice (right to exercise the “Purchase Notice”) delivered by Option during the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Option Period notwithstanding any prepayment of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”)Loan. (c) Without limiting Lender acknowledges that certain property adjacent to the obligations Property is currently owned by Borrower and improved with, among other things, a hospital, emergency room building, and parking areas, and certain portions of the Grantors under the First-Lien Debt Documents emergency room building, a building adjacent to the First-Lien Secured Parties with respect emergency room building, and parking areas extend over and onto the Property. As such, if, and only if, Lender exercises the Option, and as a condition to Lender’s acquisition of the Property pursuant to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date exercise of the PurchaseOption, Borrower and Lender shall enter into an Adjacent Property Access Lease, providing for, among other things, a lease-back to Borrower of an area of approximately 10,000 square feet consisting of the Purchasing Parties shall (i) pay in cash emergency room, an area adjacent to the First-Lien Secured Parties emergency room for use as a radiology room, and certain portions of the purchase price adjacent building; a license to use the areas where the generators, oxygen tanks and servers are currently located; access to the tunnel, hospital, parking areas, generators, servers, and oxygen tanks; an easement to use one hundred (100) parking spaces at the “Purchase Price”) therefor Property (subject to the full amount relocation right described in Section 5.22); and the use of all First-Lien Obligations then outstanding certain other appurtenant rights upon terms and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, conditions as set forth in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing PartiesAdjacent Property Access Lease. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) 39.1. Provided that Landlord has not notified Tenant in writing that Tenant is in default under the terms of this Lease, and such default remains uncured at the time of the exercise of this Option to Purchase or at the time of closing, Landlord grants to Tenant the option of purchasing the Premises, together with all Landlord-owned improvements, fixtures, and equipment located thereon, upon the terms and conditions contained in this paragraph. The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent option to purchase may be exercised only by Tenant by delivering written notice (the “Enforcement Notice”) promptly following of exercise to Landlord at any time: after (i) its commencement of any Enforcement Action with respect to Shared Collateral the first (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion 1st) day of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), ninth (9th) Lease Year and prior to the expiration of the first (1st) six (6) months of the ninth (9th) Lease Year; or (ii) its acceleration if the first (1st) extension provided for in Section 4.3 above is properly exercised, after the first (1st) day of the First-Lien Obligations in accordance with the terms last Lease Year of the First-Lien Debt Documentsfirst (1st) extension and prior to the expiration of the first (1st) six (6) months of such last Lease Year; or (iii) its commencement if the second (2nd) extension provided for in Section 4.3 above is properly exercised, after the first (1st) day of an Insolvency the last Lease Year of the second (2nd) extension and prior to the expiration of the first six (6) months of such last Lease Year. Closing shall take place at a time and place mutually satisfactory to Landlord and Tenant, no earlier than the first (1st) day of the tenth (10th) Lease Year or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the optionend of the applicable extension, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent if applicable, and no later than thirty (30) days after the earlier to occur of tenth (a10th) the Designated Junior-Lien Collateral Agent’s receipt anniversary of the Enforcement Notice and (b) Commencement Date or the Designated Junior-Lien Collateral Agent becoming aware end of the Enforcement Action, to purchase all (but not less than all) applicable extension. Possession of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which Premises shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), delivered on the date of Closing, subject to the rights of Tenant and any subtenants in the Premises existing on the date of Closing. Promptly upon receipt of Tenant’s exercise of the Option to Purchase, Landlord shall obtain a commitment for an ALTA title insurance policy naming Tenant as the Purchasing Parties proposed insured in the amount of the Purchase price. Tenant shall have thirty (i30) pay days from receipt of the title insurance commitment in cash which to give Landlord written notice of objection to any title or survey matters. Landlord shall use reasonable efforts (but shall not be required to commence litigation) to resolve the objections to Tenant’s satisfaction. Landlord shall be entitled to apply the Purchase Price to discharge any lien capable of discharge by payment of a liquidated sum and which was created through the acts of Landlord or persons claiming through Landlord (other than Tenant or its sub-tenants or assignees). If Landlord is unable or unwilling to resolve any objection to Tenant’s satisfaction within thirty (30) days of receipt of Tenant’s notice, Tenant may either waive the objection and purchase the Premises without reduction of the Purchase Price, or rescind the purchase exercise, in which event this Lease shall continue but with this Section 39 stricken. At the Closing, Landlord shall furnish to Tenant a policy of title insurance in accordance with the title insurance commitment, and guaranteeing marketable title to the First-Lien Secured Parties Premises in Tenant, free and clear of all encumbrances, but subject to easements, restrictions and covenants of record, and Landlord’s mortgage, if assumed by Tenant. Rent shall be prorated to the date of Closing, current real estate taxes and any special assessments outstanding against the Premises as of the date of Closing shall be assumed by Tenant, and Landlord shall pay applicable transfer taxes. Landlord shall pay for the owner’s policy of title insurance. Tenant shall pay for any endorsements Tenant desires to the title insurance policy. Conveyance of the Premises to Tenant shall be by a good and sufficient warranty deed. 39.2. The purchase price (the “Purchase Price”) therefor for the full amount Premises shall be the sum determined by capitalizing the Base Annual Rent in effect during the Lease Year in which the option is exercised at a capitalization rate of all Firstseven and one-Lien Obligations then outstanding and unpaid at par quarter (including principal, any 7.25%) percent. All prepayment premiums, accrued but unpaid interest and and/or assumption fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder (if it were to terminate such Secured Hedge Agreement any) under Landlord’s mortgage on the date of Premises will be added to the Purchase orPrice, if not terminated, an amount determined by the relevant First-Lien Secured Party Tenant is unable or unwilling to be necessary assume Landlord’s mortgage without cost to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event Landlord. Tenant shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign direct Landlord to convey the First-Lien Obligations Premises to a designee, including a third party, parent, subsidiary or affiliate by written notice to Landlord given prior to closing. Payment of the Purchase Price, plus or minus the net of additions and prorations, shall be made by wire transfer of immediately available federal funds to Landlord’s account. Before obtaining permanent financing for the assignment is duly authorizedPremises, and one (1) year prior to the expiration of any such financing, Landlord shall show Tenant the financing commitment, if any, Landlord has received (or expects to receive). Landlord and Tenant shall discuss whether Tenant can assist Landlord to obtain more favorable terms. Landlord shall consider what Tenant proposes, particularly with regard to avoiding or minimizing prepayment penalties, but Landlord shall retain the sole right to determine the identity of its lender and all the terms and conditions of its financing. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral or the institution of any Insolvency Proceeding (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of . Following the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Enforcement Action or the institution of any Insolvency Proceeding by the First Priority Representative or Liquidation Proceeding. Any Junior-Lien any other First Priority Secured Party, any Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty five business days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions, and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.6. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a3.6(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest (including, accrued but unpaid to the extent applicable, interest and fees and any other unpaid amountsat the default rate), includingPost-Petition Interest, fees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementHedging Obligations), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. In consideration of the Lender providing the Loan, the Guarantors providing the Undertaking, and the Lender waiving any upfront, commitment or standby fees, the Borrower hereby grants the Lender an exclusive option to purchase (the “Option”) the Project and the interest of the Borrower in the Head Lease (collectively, the “Office Building”) free and clear of all liens, charges and encumbrances except those, if any, set out in Schedule “C” to this Loan Agreement (the “Permitted Encumbrances”) on the following terms and conditions: (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent Option may be exercised by delivery of a written notice (the “Enforcement Exercise Notice”) promptly following by the Lender to the Borrower at any time after the earlier of: (i) the date on which Royal has made its commencement last advance on, or has indicated that it will not be advancing any further amounts on, the Royal Construction Loan; and (ii) the date on which Royal makes any demand under the Royal Credit Agreement or otherwise takes any action or gives any notice to enforce any of any Enforcement Action with respect to Shared Collateral the Royal Security; the Exercise Notice may not be delivered later than the earlier of: (A) the date which notice shall be effective for all Enforcement Actions taken is 6 months after the date of on which an occupancy permit for the Project is issued to the Borrower by the applicable Government Authority; and (B) the Maturity Date (as defined in the Royal Construction Loan) provided that such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion date occurs after completion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice)Project, (iithe date on which the Exercise Notice is delivered, the “Exercise Date”); (b) its acceleration upon the Option being exercised by the delivery of the First-Lien Obligations Exercise Notice, the Option will become a binding contract of purchase and sale of the Office Building to be completed in accordance with the terms following terms: (i) the closing date for the purchase and sale will be the day which is the later of (A) 90 days following the date of delivery of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice Exercise Notice (the “Purchase NoticeClosing Date”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of ); and (aB) the Designated Junior-Lien Collateral Agent’s receipt date on which the lessor under the Head Lease provides its consent to the assignment of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything Head Lease to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action.Lender, (bii) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price for the Office Building (the “Purchase Price”) therefor shall be an amount equal to the full amount of all First-Lien Obligations then outstanding Project Costs as at the Exercise Date, which the Borrower and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date Lender believe approximates fair market value of the Purchase orOffice Building, if not terminated, an amount less a discount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties.follows: (dA) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs 0% if no Loan is made; (B) 1% if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of Loan has not at any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.time exceeded $1,000,000;

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give So long as there is no Event of Default of the Designated Junior-Lien Collateral Agent type described in clause (f) of Section 18 of the Lease, as hereby amended, Tenant shall have the right (the “Purchase Option”), subject to the terms of this Section 5, to purchase all, but not less than all, of the Theater Property, including all Elements thereof as then constituted, and all of Landlord’s right, title and interest in, to and under the Site Leases (the “Purchased Assets”), for an amount equal to Five Million Nine Hundred Thousand Dollars ($5,900,000) (the “Acquisition Cost”). (b) Tenant may exercise the Purchase Option effective as of May 31, 2020 (“Purchase Option Closing Date”) by giving Landlord written notice (the “Enforcement Exercise Notice”) promptly following which shall be delivered no later than August 31, 2019. (c) Within five (5) Business Days after Tenant gives notice of exercise of the Purchase Option, Landlord and Tenant shall execute and acknowledge in duplicate a contract of sale in the form attached as Exhibit A to this Amendment. Landlord and Tenant shall cooperate and use commercially reasonable efforts to make all filings with, and obtain all consents and approvals of, all Governmental Authorities and other parties necessary in connection with the transfer of the Purchased Assets completed by this Section 5. (d) If Tenant exercises the Purchase Option, then, on the Purchase Option Closing Date: (i) Tenant shall pay to Landlord (A) the Acquisition Cost, (B) all Basic Rent payable up to and including the Purchase Option Closing Date, (C) any Additional Rent owing up to and including the Purchase Option Closing Date, (D) any amounts payable by Tenant pursuant to Section 11 of the Lease, as amended hereby, and (E) any other amounts owing by Tenant under the Lease, as amended hereby. Tenant shall pay such amounts in cash or certified funds, as Landlord shall determine in its commencement of sole discretion; provided, that Tenant may pay any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as amounts to any lender to Landlord, or any Person holding or asserting a Lien on any of the Applicable First-Purchased Assets which Lien Collateral Agent or asserted Lien arose from any act or omission of Landlord or any Affiliate (and not by reason of a Tenant Event), if and to the extent Tenant reasonably determines such payment is diligently pursuing in good faith necessary to enable Tenant to obtain title to the Purchased Assets free and clear of Liens (other than Landlord Permitted Liens except those relating to Financing Agreements) and claims; provided, however, that nothing herein shall obligate Landlord to cause any such Lien to be removed or cured if arising from a Tenant Event or to enforce any provision hereof or exercise of its default or enforcement any rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), against Tenant. (ii) its acceleration Landlord shall transfer to Tenant title to the Purchased Assets by a ▇▇▇▇ of sale, quitclaim deed or such other conveyance instrument or instruments as Tenant may reasonably require to convey all the Purchased Assets, which ▇▇▇▇ of sale, quitclaim deed or other conveyance instrument shall otherwise be reasonably satisfactory to the Parties. The transfer of Landlord’s interest in the Theatre Properties and all of Landlord’s right, title and interest in, to and under the Site Leases shall be on an as-is, non-installment sale basis, without warranty by, or recourse to, Landlord, except that such title shall be free of any Liens (other than Landlord Permitted Liens except those relating to Financing Agreements); provided, however, that nothing herein shall obligate Landlord to cause any such Lien to be removed or cured if arising from a Tenant Event or to enforce any provision hereof or exercise any rights or remedies against Tenant. (e) If the Lease, as amended hereby, expires or is terminated by Landlord in any manner or for any reason whatsoever, the Purchase Option shall cease and said option shall be void; provided, however, that this provision shall not limit Tenant’s rights to recover damages for breach of this Lease, as amended hereby, by Landlord, which shall include, as applicable, damages for loss of the First-Lien Obligations Purchase Option (subject to the limitation that Landlord shall have no liability for loss of prospective profits or any other special, punitive, exemplary, consequential, incidental or indirect losses or damage (in accordance with tort, contract or otherwise)). The Purchase Option is not assignable separate from this Lease (to the terms extent assignable) and Landlord shall not be obligated to convey hereunder to any party other than Tenant, except that the Purchase Option shall be exercisable by a permitted mortgagee of Tenant. (f) Landlord hereby notifies Tenant that, if Tenant exercises the Purchase Option or if Landlord exercises the Put Right (defined below), the Theatre Properties may be sold pursuant to the like kind exchange provisions of the First-Lien Debt DocumentsCode. Tenant agrees to execute at the closing of the purchase of the Theatre Properties under this Section 5 (the “Closing”) or the closing of the put of the Theatre Properties under Section 6 (the “Put Closing”), as applicable, all reasonable and customary documents necessary to accomplish the sale under the like kind exchange rules as prepared by Landlord’s attorney, provided that Tenant shall not be required to execute any document that would or might (i) require Tenant to incur any cost or expense; (ii) require Tenant to take title to any property other than the Theatre Properties; or (iii) its commencement require Tenant to incur any liability, whether current, accrued or contingent. Landlord shall be responsible for all costs of such documentation and guarantees that no terms or conditions in the Lease, as hereby amended, shall change due to the execution of the like kind exchange documents, nor shall the Closing or Put Closing, as applicable, be delayed thereby. As aforesaid, Tenant will not be required to purchase any property (other than the Theatre Properties), but may be required to pay the Acquisition Cost or Transfer Portion (defined below), as applicable (or some portion thereof, as Landlord may direct prior to the Closing or Put Closing, as applicable) into an Insolvency escrow fund established for the purpose of the like kind exchange. Landlord shall defend, indemnify and save Tenant harmless from any loss, expense, claims or Liquidation Proceedingdamages in connection with Tenant executing any such documents. Any Junior-Lien Secured Party The provisions of this Section 5(f) shall have survive the optionClosing or Put Closing, as applicable. (g) Compliance by irrevocable written notice Tenant with each and all of the time periods set forth in this Section 5 shall be “of the essence”. (the h) All references to “Purchase Notice”Option” in Sections 14(a), (b), (c) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than alld) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything Lease shall refer to the contrary contained hereinPurchase Option set forth in this Section 5 or the Put Right set forth in Section 6 below, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”)as applicable, and the Purchasing Parties exercise thereof during the timeframe provided in this Amendment; provided, however, that the references in Sections 14(c) and 14(d) to “Initial Term” shall purchase (hereafter be amended to refer to the “PurchaseLease Term.”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give Optionee is hereby granted an option to purchase the Designated Junior-Lien Collateral Agent Premises by giving ninety (90) days written notice of the exercise of such option to Sublessor on or after the earlier of the date that is ninety (90) days prior to April 1, 2004 or the “Enforcement Notice”) promptly following date on which the Sublessor acquires fee simple title to the Premises, provided that this Sublease is then in effect in its original term or any renewal thereof (said option to purchase the Premises being hereinafter referred to as the "Option"). The purchase price to be paid by Optionee to Sublessor at the closing in the event the Option is exercised and the sale of the Premises is consummated pursuant thereto shall be an amount equal to (i) its commencement Three Million Five Hundred Ninety-three Thousand Dollars ($3,593,000) plus (ii) the amount of any Enforcement Action premium paid or to be paid by Sublessor on any optional redemption of the Bonds under the Indenture made prior to April 1, 2006, in connection with respect Sublessor's exercise of its option to Shared Collateral purchase the Premises pursuant to Article 11 of the Lease Agreement, and less (which notice iii) an amount equal to fifty percent (50%) of the aggregate rental payments paid by Sublessee to Sublessor hereunder prior to the exercise of the Option (the "Option Price"), payable in cash at the closing (the "Closing") of such sale, and shall be effective for all Enforcement Actions taken after in addition to any rent or other sums theretofore paid or payable by Sublessee to Sublessor under this Sublease through the period ending on the date of such the Closing (the "Closing Date"). (b) In the event Optionee gives notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith to Sublessor of the exercise of the Option, Sublessor agrees to use its default or enforcement rights or remedies againstcommercially reasonable efforts to acquire title to the Premises, or diligently attempting which shall be fee simple title in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion the case of the Shared CollateralPremises, from the Issuer, including, without limitation, all Enforcement Actions identified curing any defaults under the Lease Agreement, taking such steps as may be necessary to provide for the payment in such notice), (ii) its acceleration full of the First-Lien Obligations in accordance with Indenture Indebtedness, thereafter exercising its option to purchase the terms Premises under Article 11 of the First-Lien Debt Documents; Lease Agreement, terminating the Lease Agreement and otherwise taking such actions as may be necessary to provide for the payment in full of the Indenture Indebtedness and the discharge of the Indenture. Sublessor shall be entitled to make its obligations to acquire such title contingent upon a contemporaneous closing of the purchase of the Premises pursuant to the Option. In the event Sublessor exercises its commercially reasonable efforts as aforesaid, such acquisition of title shall be a condition precedent to the enforceability against either Sublessor or (iii) Optionee of the Option granted hereunder or the exercise thereof. In the event that Optionee exercises this Option after April 1, 2004, and Sublessor exercises its commencement commercially reasonable efforts as aforesaid but does not acquire such title within a reasonable time, then, at the election of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party Sublessee, Sublessor and Sublessee shall have amend this Sublease, effective as of the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty date that is 90 days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt date on which Sublessor notifies Sublessee of the Enforcement Notice inability to acquire such title, to: (1) extend the term of this Sublease to April 1, 2009, (2) adjust the rent due each month under this Sublease, as amended, to equal the monthly rent payment due by Sublessor to Issuer or such other party as provided under the Lease Agreement as and when due, and (b3) delete the Designated Junior-Lien Collateral Agent becoming aware of language currently set forth in Article 12(a)(iii) and insert the Enforcement Action, following in its place: "an amount equal to purchase all fifty percent (but not less than all50%) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything aggregate rental payments paid by Sublessee to Sublessor hereunder prior to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability effective date of such amendment to any party hereto for any failure or delay on the part this Sublease and one hundred percent (100%) of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified aggregate rental payments paid by the Designated Junior-Lien Collateral Agent in Sublessee to Sublessor hereunder after the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by effective date of such amendment to this Sublease and prior to the Applicable First-Lien Collateral Agent subsequent effective exercise of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) Option (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”"Option Price")." (c) Without limiting Optionee shall have the obligations right, at its expense (except as provided in Subsection (d) hereof), to conduct an examination of the Grantors under the First-Lien Debt Documents Sublessor's title to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, Premises and, in the case judgment of Optionee, exercised in good faith and based upon such examination, if such title is not at any time in a condition satisfactory to Optionee, Optionee shall have the right to elect not to consummate the purchase of the Premises by written notice given to Sublessor at any time prior to the consummation of said purchase; provided, however, that Optionee shall be deemed satisfied with the Permitted Encumbrances (other than the Financing Documents). Optionee agrees to give Sublessor prompt notice in the event it obtains knowledge of any Secured Hedge Agreementfact or matter constituting a defect in Sublessor's title, and in the amount that would be payable by event the relevant Grantors thereunder if it were title is defective, Sublessor agrees to terminate use its best efforts to promptly correct such Secured Hedge Agreement on defect. Optionee's election not to consummate the date purchase of the Purchase or, if Premises as herein provided shall not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result affect this Sublease nor in any loss, cost, damage way limit or expense affect Optionee's right to exercise the Option at a later time during the term of this Sublease or any renewal thereof as provided in subsection (a) of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Partiesthis Section 12. (d) The Purchase Closing of the purchase of the Premises provided for in this Section 12 shall take place at the end of the ninety (90) day notice period provided for herein, or at the election of Sublessor at any time within thirty (30) days thereafter, or at such other time as the parties may mutually agree upon in writing. At the Closing of the purchase pursuant to the exercise of the Option, the Sublessor shall upon receipt of the Option Price and ▇▇ deliver to the Optionee a deed, ▇▇▇▇ Collateral shall of sale and such other documents conveying to the Optionee the Premises as such Premises then exists, subject to the following: (i) all easements or other rights, if any, required to be remitted reserved by wire transfer in immediately available funds to such account the Issuer under the terms and provisions of the Applicable First-Lien Collateral Agent as it shall designate option to purchase exercised by the Sublessor, or required to be reserved by the Sublessor under the terms and provisions of the Option being exercised by the Optionee; (ii) those liens and encumbrances, if any, to which title to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute Premises was subject when conveyed to the amounts received Sublessor; (iii) those liens and encumbrances created by it in respect the Sublessee or Optionee or to the creation or suffering of which the Sublessee or Optionee consented; (iv) those liens and encumbrances resulting from the failure of the Purchase Price Sublessee or Optionee to perform or observe any of the First-Lien Secured Parties agreements on its part contained in accordance with this Sublease; and (v) the First-Lien Debt Permitted Encumbrances (other than the Financing Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time). (e) The Purchase right to exercise the Option shall be made without representation expire upon the expiration or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount earlier termination of the First-Lien Obligations being purchasedoriginal term of this Sublease if not renewed, (ii) that and if renewed, upon the First-Lien Secured Parties own expiration or earlier termination of the First-Lien Obligations free and clear renewal term of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorizedthis Sublease. (f) For In the avoidance alternative to exercising the Option provided for in subparagraphs (a) through (e) hereof, Optionee shall have the right and option (the "Leasehold Option") herein granted by the Sublessor to acquire subject to the terms and conditions of doubtArticle 8 of the Lease Agreement, the leasehold interest of the Sublessor in the Lease Agreement (including the option to purchase) by giving ninety (90) days written notice of the exercise of the Leasehold Option to the Sublessor during the original term of this Sublease or during any renewal thereof. The purchase price payable by the Optionee in the event of the exercise of the Leasehold Option, which shall be payable in cash at the Closing, shall be the difference between (a) the Option Price and (b) an amount which, when added to the amount on deposit in the Bond Fund created under the Indenture, would be sufficient to pay in full, as of the date of the Closing, the principal amount and all accrued but unpaid interest with respect to the Indenture Indebtedness (but excluding any premium payable upon early redemption of the Bonds and any interest on the Bonds which has not yet accrued). Upon the consummation of such purchase, the Sublessor will assign to Optionee all its right, title and interest in the Lease Agreement, and the Optionee will assume all the obligations of Sublessor under the Lease Agreement that accrue after the Closing and indemnify and hold harmless Sublessor on account thereof. Optionee further shall be entitled to the benefit of the title matters set forth in subparagraphs (c) and (d) hereof. Notwithstanding the foregoing, Sublessor shall be entitled to make the exercise of the Leasehold Option and its obligations to assign its leasehold interest in the Lease Agreement contingent upon (1) the release of Sublessor and its affiliates (including Cavalier Homes, Inc.) from any and all obligations it or they may have under that certain Credit Guaranty Agreement dated April 1, 1999 by Cavalier Homes, Inc. in favor of First Commercial Bank, that certain Bond Guaranty and Continuing Disclosure Agreement dated April 1, 1999 by Sublessor in favor of First Commercial Bank as Trustee, and any other guaranty or guaranties by Sublessor or any of its affiliates relating to the Indenture Indebtedness and/or the Premises, (2) the assumption by Sublessee of all obligations under that certain Credit Agreement dated April 1, 1999 from Bellcrest Homes, Inc. to First Commercial Bank and the release of Sublessor and its affiliates (including Cavalier Homes, Inc.) from any and all obligations it or they may have under such Credit Agreement, and (3) the release or indemnification of Sublessor (on terms and conditions satisfactory to Sublessor in its sole discretion) from any and all liabilities or obligations under the Lease Agreement, the Indenture, the Credit Agreement and any other agreement(s) related thereto. The Closing of the exercise of the Leasehold Option shall take place at the end of the ninety (90) day notice period provided for herein, or at the election of Sublessor at any time within thirty (30) days thereafter, or at such other time as the parties hereto may mutually agree upon in writing. At the Closing of the exercise of the Leasehold Option, Optionee shall deliver to Sublessor the purchase price payable in the event of exercise of the Leasehold Option as provided herein, and shall deliver all releases of guaranties, indemnification agreements and other documents and instruments required by Sublessor pursuant to the immediately preceding sentence of this subsection (f). (g) The right to exercise the Leasehold Option shall expire upon the expiration or earlier termination of the original term of this Sublease if not renewed, and, if renewed, upon the expiration or earlier termination of the renewal term of this Sublease. (h) In connection with the Closing of the Option, Optionee and Sublessor each agree to execute any and all documents reasonably requested by counsel to the parties to effectuate the transactions contemplated in the foregoing subparagraphs. (i) The Sublessee, the Optionee and ▇▇▇▇▇ each hereby acknowledge stipulate and agree that the net book value of the Premises exceeds the Indenture indebtedness under the Financing Documents, and the Letter of Credit. the Sublessee, the Optionee and ▇▇▇▇▇ each hereby further covenant and agree that: (1) neither the Sublessee, the Optionee nor ▇▇▇▇▇, nor any other person or entity acting by, on behalf of, in no conjunction with or through them, nor any other person or entity in which the Sublessee, Optionee or ▇▇▇▇▇ has an ownership interest or management position or is an officer, director, or manager (or has a similar interest or position), will acquire or relet, directly or indirectly, the Premises or any portion thereof from any person or entity under any circumstances whatsoever, including, without limitation, an acquisition or reletting of the Premises from the Credit Obligor, the Trustee, or the Issuer (or any one or more of their successors or assigns) upon foreclosure (or a transfer in lieu of foreclosure) or termination of the Mortgage or the Lease Agreement or otherwise, without payment simultaneously therewith to or for the benefit of the Sublessor of the Option Price as determined in Article 12(a) (less the amount of any payment obligations under the Financing Documents with respect to which Sublessor has been discharged) hereof that would be payable if the Optionee exercised such Option and closed the exercise of the Option on the date of such lease, acquisition, reletting or termination; (2) neither the Sublessee, the Optionee nor ▇▇▇▇▇, nor any other person or entity acting by, on behalf of, in conjunction with or through them, nor any other person or entity in which the Sublessee, Optionee or ▇▇▇▇▇ has an ownership interest or management position or is an officer, director or manager (or has a similar interest or position), will lease the Premises or any portion thereof from any person or entity, including, without limitation, the Credit Obligor, the Trustee, or the Issuer (or any one or more of their successors or assigns) upon exercise of remedies under the Mortgage or otherwise, for rentals less than the amounts provided for in Article 4.1 hereof or for purchase options less than the amounts provided for in Article 12 hereof, without payment simultaneously therewith to or for the benefit of the Sublessor of the Option Price as determined in Article 12(a) (less the amount of any payment obligations under the Financing Documents with respect to which Sublessor has been discharged) hereof that would be payable if the Optionee exercised such Option and closed the exercise of the Option on the date of such lease; (3) The Sublessee, the Optionee and ▇▇▇▇▇ agree that in the event of a foreclosure (or transfer in lieu of foreclosure) of the Mortgage or termination of the Lease Agreement or any other event which results in the Sublessor, Optionee or ▇▇▇▇▇ attorning to any other person under the terms of this Sublease, the Sublessee, the Optionee and ▇▇▇▇▇ shall use their commercially reasonable best efforts to ensure that Sublessor shall be entitled to receive any lease payments payable under this Sublease and any amount of the Designated Junior-Lien Collateral Agent Option Price payable upon exercise of the Option or the Leasehold Option in excess of the amounts necessary to satisfy the Indenture Indebtedness and the Sublessor's obligations under the Lease Agreement, subject to any rights of the Credit Obligor under the Financing Documents; (i4) be deemed to be a Purchasing Party for purposes The intent of this Section 3.712(i) is to ensure that Sublessor will realize the benefits of the Option Price in the event of any foreclosure (or transfer in lieu of foreclosure) of the Premises, (ii) be subject to reletting of the Premises or liable for any obligations termination of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party the Lease Agreement or any other Person event which causes Sublessor to no longer have either an ownership interest in connection with any Purchase pursuant the Premises or a leasehold interest in the Lease Agreement, and each party to this Agreement agrees to use their best efforts to accomplish such result; and (5) The provisions of this Section 3.712(i) shall survive the termination of this Sublease and shall remain in full force and effect until commencement of an action with respect thereto shall be prohibited by law.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent Pulitzer First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Pulitzer Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral or the institution of any Insolvency Proceeding (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent Pulitzer First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such noticeEnforcement Notice), (ii) its acceleration of . Following the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Enforcement Action or the institution of any Insolvency or Liquidation Proceeding. Any Junior-Lien , any Pulitzer Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Pulitzer Second Priority Representative to each First-Lien Collateral Agent the Pulitzer First Priority Representative no later than thirty five business days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Pulitzer Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien outstanding Pulitzer First Priority Obligations from the First-Lien Pulitzer First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinPulitzer Second Priority Representative delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party Pulitzer First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions, and shall not take any further Enforcement Actions, provided that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.5. (b) On the date specified by the Designated Junior-Lien Collateral Agent Pulitzer Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent Pulitzer First Priority Representative of the Purchase Notice), the First-Lien Pulitzer First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Pulitzer Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a3.5(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Pulitzer First Priority Secured Parties, all the First-Lien outstanding Pulitzer First Priority Obligations; provided that the First-Lien Pulitzer First Priority Obligations purchased shall not include any rights of First-Lien the Pulitzer First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Borrower or any Grantor that own Common Collateral under the First-Lien Debt Pulitzer First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt Pulitzer First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Borrower and the Grantors that own Common Collateral under the First-Lien Debt Pulitzer First Priority Documents to the First-Lien Pulitzer First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Pulitzer First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor therefore the full amount of all First-Lien Pulitzer First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest (including, accrued but unpaid to the extent applicable, interest and fees and any other unpaid amountsat the default rate), includingPost-Petition Interest, fees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), and (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Pulitzer First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Pulitzer First Priority Obligations and/or as to which the First-Lien Pulitzer First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentPulitzer First Priority Representative, to reimburse the First-Lien Pulitzer First Priority Secured Parties in respect of indemnification obligations of the Borrower or Grantors that own Common Collateral under the First-Lien Debt Pulitzer First Priority Documents as to matters or circumstances known to the Purchasing Pulitzer First Priority Secured Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Pulitzer First Priority Secured Parties; , provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent Pulitzer First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent Pulitzer First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Pulitzer First Priority Secured Parties in accordance with the First-Lien Debt Documentsprovisions of the Pulitzer Pari Passu Intercreditor Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent Pulitzer First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to to, and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent Pulitzer First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Pulitzer First Priority Secured Parties as to the First-Lien Pulitzer First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien Pulitzer First Priority Secured Parties, except that the First-Lien Pulitzer First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien Pulitzer First Priority Obligations being purchased, (ii) that the First-Lien Pulitzer First Priority Secured Parties own the First-Lien Pulitzer First Priority Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Pulitzer First Priority Secured Parties have the right to assign the First-Lien Pulitzer First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) In consideration for entering into the Lease, Tenant has requested and Landlord hereby grants to Tenant the exclusive right to purchase the Project, and all easements appurtenant thereto, at a price and under the terms and conditions set forth herein (the "Option"). (b) The Applicable First-Lien Collateral Agent agrees term of the Option granted herein shall commence on the date this Lease is fully executed by Landlord and Tenant and shall terminate on the date ninety (90) days thereafter ("Option Term"). Tenant shall have no right whatsoever to extend the Option Term. (c) Provided that it will give Tenant is not in default under the Designated Junior-Lien Collateral Agent terms of the Lease, this Option may be exercised at any time during the Option Term by delivery of written notice of exercise (the “Enforcement "Notice”"), addressed and mailed, postage prepaid or registered 40 mail, or personally delivered to Landlord at Landlord's address set forth in Paragraph 1(k). (d) promptly following If Tenant (i) its commencement fails to exercise this Option strictly in accordance with the terms of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after Paragraph 33(c) above within the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice)Option Term, (ii) its acceleration attempts to assign or assigns this Option without the prior written consent of Landlord as set forth in Paragraph 33(e) below, or (iii) defaults in Tenant's obligations under the terms of the First-Lien Obligations Lease prior to the exercise of the Option, then this Option and all the rights of Tenant hereunder shall automatically and immediately terminate without notice, and each party shall be discharged of its obligations hereunder. (e) This Option and the rights of the Tenant hereunder shall not be assigned by Tenant separately from the Lease, and shall not be assigned without the prior written consent of Landlord. Any attempted assignment without Landlord's consent shall be void. Landlord in its sole discretion may withhold its consent to any such attempted assignment by Tenant. (f) Exercising this Option as provided herein shall constitute an agreement by Landlord to sell and by Tenant to purchase the Project on the following terms and conditions: (i) The purchase price for the Premises to be paid by Tenant to Landlord shall be Two Million One Hundred fifty Thousand dollars ($2,150,000) ("Purchase Price"). (ii) The Purchase Price shall be paid by Tenant to Landlord, in cash at the close of escrow as set forth herein. Any portion of the security deposit paid by Tenant to Landlord under this Lease and not previously applied or retained by Landlord in accordance with the terms of the First-Lien Debt Documents; or Lease shall be applied toward the Purchase Price. (iii) its commencement Landlord shall convey and Tenant shall accept title to the Project subject to Exceptions Nos. 1, 3-17 and this Lease and the sublease in favor of Passport Designs, Inc. contained in the preliminary report issued by First American Title Company as of April 26, 1995, attached hereto as Exhibit "D," any exceptions created or caused by Tenant, any exceptions which do not materially affect marketability of title or Tenant's use of the Premises, and any exceptions that would be disclosed by personal inspection and/or an Insolvency or Liquidation ProceedingA.L.T.A. survey (the "Permitted Exceptions"). Any Junior-Lien Secured Party Tenant's obligation to purchase hereunder shall have the optionbe conditioned upon Landlord having tendered to Tenant, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Actiongrant deed, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything title to the contrary contained hereinPremises free of all liens, neither encumbrances and exceptions except for the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party Permitted Exceptions. Evidence of such title shall have any liability be the willingness and commitment of First American Title Company to any party hereto for any failure or delay on issue, at the part close of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action.escrow, its A.L.T. (b) On the date specified by the Designated Junior-Lien Collateral Agent A. Standard Owner's Policy of title insurance naming Tenant insured in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent amount of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell Price and showing title to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents Project vested in Tenant subject 41 only to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred Permitted Exceptions. The cost of such title insurance policy and any A.L.T.A. survey required in connection with the Purchaseissuance of such title insurance policy shall be borne by Tenant. If Landlord is unable to convey title to the Project as so required on the date scheduled for close of escrow, as described in Paragraph 33(f)(iv) below, the close of escrow shall be extended for a period of ten (10) days (notwithstanding any other provision of this Option), and within such ten (10) day period, upon notice to Landlord, Tenant may elect to (i) accept title to the Project in such condition as First American Title Company is so willing to insure such title without reduction in the Purchase Price, or (ii) terminate its obligation to so acquire the Project pursuant to this Option and terminate the Lease. If Tenant does not notify Landlord of Tenant's election within said ten (10) day period, Tenant shall be deemed to have elected only to terminate its obligation to acquire the Project pursuant to this Option, and the Lease shall continue in full force and effect. If Tenant elects to terminate this Option, Tenant shall have no further right to acquire the Project. If Tenant further elects to terminate the Lease, rent shall be payable under the Lease to the date of surrender of the Premises by Tenant, and the security deposit shall be applied and disbursed in the manner provided in the Lease. Landlord shall in no event be liable to Tenant for damages or otherwise by reason of its inability to convey insurable title in the condition required by this Option unless such failure results from the voluntary affirmative act of Landlord committed after the date of this Lease in violation of this Option. (iv) An escrow shall be opened at First American Title Company (the "Escrow Holder") upon Tenant's giving of the Notice. Subject to extension as provided in Paragraph 33(i) below, the close of escrow shall occur, subject to Landlord's rights under clause (i) below, on the date of the Purchase, the Purchasing Parties shall thirty (i30) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on days following the date of the Notice. Time is of the essence. (v) All escrow costs and charges shall be equitably allocated between Tenant and Landlord in accordance with customary practice prevailing in San Mateo County, California. (g) Tenant hereby acknowledges that it has inspected the Project and observed its physical characteristics and conditions Tenant hereby waives any and all objections to said physical characteristics and conditions of the Project which would be disclosed by such inspection. Tenant further acknowledges and agrees that the Project is accepted by Tenant in its present condition, "as is," and that no patent or latent physical condition of the Project whether or not known or discovered, shall affect the rights of either party hereto. Tenant has investigated and has knowledge of operative or proposed governmental laws and regulations including, but not limited to, zoning, environmental and land use laws and regulations to which the Project may be subject. Tenant has neither received nor relied upon any representations concerning such laws and regulations made by Landlord or any other person acting on or in behalf of Landlord. 42 (h) Time is of the essence of this Option. If this Option is not exercised in the manner provided herein, or if close of escrow does not occur on or before the expiration or earlier termination of the Lease Term (except if close of escrow is extended by Landlord pursuant to Paragraph 33(i) below), Tenant shall have no interest whatsoever in the Premises and this Option may not be revived by any subsequent payment or further action by Tenant. (i) Notwithstanding any other provision of this Paragraph 33, rather than sell the Project to Tenant for the Purchase orPrice, if not terminatedLandlord may structure a tax deferred exchange of the Project pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, in which case Tenant will acquire title to the Project from a party other than Landlord. As an amount determined by accommodation to Landlord, Tenant agrees to cooperate with Landlord and to take the relevant First-Lien Secured Party to be steps necessary to collateralize structure such an exchange, provided such cooperation shall be at no additional cost or liability to Tenant. Such cooperation shall include accepting title to the Project from a party other than Landlord and executing novation, assignment or other documents necessary to effectuate a tax deferred exchange. However, under no circumstances will Tenant be obligated to take title to any property, other than the Project, as a part of its credit risk arising out accommodation to Landlord hereunder. The scheduled date for close of such Secured Hedge Agreement)escrow may be extended by Landlord from time to time for not more than a total of one hundred eighty (180) days in order to coordinate the concurrent closing of the exchange contemplated hereby. In the event Landlord shall have failed to designate exchange properties, title to which could be acquired on or before the expiration of one hundred eighty (ii180) furnish cash collateral days from the date contemplated for close of escrow under the Option, then the purchase and sale of the Project shall be completed on the terms and conditions set forth in Paragraph 33(f) above. (j) If Tenant acquires the “Project pursuant to this Para▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ Collateral”ees to pay through escrow to R & R a real estate brokerage commission of Eighty-six Thousand Dollars ($86,000) less the unamortized portion of the leasing commission paid by Landlord to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties R & R in connection with any outstanding Letters this Lease, amortized on a straight-line basis over the initial term of Creditthe Lease, (iii) agree in writing in form on close of escrow; provided, however, that no such commission shall have been earned by R & R or be otherwise due and substance satisfactory payable to the Applicable First-Lien Collateral Agent R & R by Landlord if escrow fails to reimburse the First-Lien Secured Parties close for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Partiesreason whatsoever. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent Each First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent each Second Priority Representative written notice (the “Enforcement Notice”) promptly following within five (i5) its commencement of Business Days after commencing any Enforcement Action by it with respect to Shared Common Collateral or the institution of any Insolvency Proceeding (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent such First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, including all Enforcement Actions identified in such notice), (ii) its acceleration of . Following the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Enforcement Action or the institution of any Insolvency Proceeding by any First Priority Representative or Liquidation Proceeding. Any Junior-Lien any other First Priority Secured Party, any Second Priority Secured Party shall have the option, but in no event the obligation, upon receipt of the Enforcement Notice by any Second Priority Representative, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent such Second Priority Representative to each First-Lien Collateral Agent First Priority Representative no later than thirty days ten (10) Business Days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt by such Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If any Second Priority Representative so delivers the contrary contained hereinPurchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. If more than one Second Priority Representative exercises its purchase option, the purchase shall be allocated among such purchasing Second Priority Representatives pro rata by principal amount of Second Priority Obligations. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five days(5) Business Days, nor more than ten days(10) Business Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but and unpaid interest and fees and any other unpaid amountsat the contract rate, includingfees, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementSpecified Swap Agreements, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Specified Swap Agreements on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementSpecified Swap Agreements), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 103% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account account(s) of the Applicable First-Lien Collateral Agent each applicable First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent Each First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties represented by it in accordance with the First-Lien Debt Documentsrespective First Priority Agreement (subject to the First Priority Pari Passu Intercreditor Agreement). Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations being purchased free and clear of any liens or encumbrances Liens and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations being assigned and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent Second Priority Representative (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien First Priority Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7. (g) To the extent that any First Priority Secured Party is in breach of the provisions of this Section 3.7, a Purchasing Party may, but shall not be obligated to, extend the date of the proposed Purchase on a day for day basis during the period of any breach by such First Priority Secured Party.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of Should any Enforcement Action with respect to Shared Collateral (which notice shall Exchange Offer not be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies againstaccepted by Landlord, or diligently attempting should Landlord and Tenant be unable in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with agree upon the terms of the First-Lien Debt Documents; or (iii) its commencement modification of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party this Lease, and so long as no Event of Default exists, Tenant shall have the optionright to purchase (the "Purchase Option") the Leased Premises for the Offer Amount, by irrevocable upon at least one hundred eighty (180) days prior written notice to Landlord (the “"Option Exercise Notice"), during the ninety (90) day period immediately preceding the expiration of the Initial Term of this Lease (the "Purchase Notice”) delivered by Period"). If Tenant shall exercise the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no Purchase Option, on the later than thirty days after the earlier to occur of (ai) the Designated Junior-Lien Collateral Agent’s receipt date during the Purchase Period selected by Tenant in the Option Exercise Notice for the purchase of the Enforcement Notice and Leased Premises (bthe "Purchase Date") or (ii) the Designated Junior-Lien Collateral Agent becoming aware date when Tenant has paid the Offer Amount and has satisfied all other Monetary Obligations, Landlord shall convey the Leased Premises to Tenant in accordance with Paragraph 20 hereof; provided, that if an Event of Default has occurred and is continuing on the Enforcement ActionPurchase Date, Landlord, at its sole option, may terminate Tenant's option to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Actionhereunder. (b) On the date specified by the Designated Junior-Lien Collateral Agent in In no event shall the Purchase Notice (which shall Option be a Business Day not less than five days, nor more than ten days, after receipt by effective prior to or following the Applicable First-Lien Collateral Agent expiration of the Purchase Notice)Period, time being of the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”)essence, and the Purchasing Parties any attempted exercise thereof shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification be null and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”)void. (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase)IF THIS LEASE SHALL TERMINATE FOR ANY REASON PRIOR TO THE DATE ORIGINALLY FIXED HEREIN FOR THE EXPIRATION OF THE TERM, on the date of the PurchaseOR IF TENANT SHALL FAIL TO GIVE THE OPTION EXERCISE NOTICE, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principalTIME BEING OF THE ESSENCE, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing PartiesTHE PURCHASE OPTION AND ANY EXERCISE THEREOF BY TENANT SHALL CEASE AND TERMINATE AND SHALL BE NULL AND VOID. IN SUCH EVENT TENANT SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF THE PURCHASE OPTION. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- First-Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give Landlord hereby grants to Tenant the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice exclusive option and right (the “Purchase NoticeOption”) delivered to purchase the Building and related land containing approximately 40.9 acres (collectively, the “Premises”) from Landlord upon the terms and conditions set forth herein. The Purchase Option may not be exercised by Tenant if an Event of Default is then continuing at the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur time of (a) the Designated Junior-Lien Collateral Agent’s receipt exercise of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement ActionPurchase Option . (b) On the date specified by the Designated Junior-Lien Collateral Agent in the The Purchase Notice (which Option shall be a Business Day not less than five daysexercisable at any time from the Lease Date through 5:00 p.m. Eastern time on April 1, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) 2006 (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving ObligationsOption Date”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the The purchase price (the “Purchase Price”) therefor of the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, Premises in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of event the Purchase or, if not terminated, an amount determined by Option is properly and timely exercised shall be the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out sum of such Secured Hedge Agreement)(i) $29,400,000.00, (ii) furnish cash collateral all accrued and unpaid interest together with the cost of any Change Orders or other additional tenant improvements which has not yet been paid for by Tenant pursuant to the terms of the Lease, (iii) all costs and expenses incurred by Landlord in constructing improvements in the “Refusal Space in the event Tenant exercises its Right of First Refusal pursuant to the terms of Special Stipulation 2 above, and (iv) any additional sums owed by Tenant to Landlord under the terms of the Lease. The Purchase Price (less the ▇▇ ▇▇▇▇▇▇ Collateral”Money, as hereinafter defined) to shall be payable in cash or immediately available funds at Closing (as hereinafter defined). For purposes of this Special Stipulation 11, the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations cost of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time construction of the Purchase which could reasonably improvements in the Refusal Space shall be expected deemed to result in any lossinclude, costbut not be limited to, damage or expense to any the cost of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability plans and specifications for such amounts in excess improvements, permits and all tenant buildout, including without limitation demising walls, utilities, the heating, ventilating and air conditioning system and ten percent (10%) of proceeds of Shared Collateral received by the Purchasing Partiesall such costs as Landlord’s overhead. (d) The Purchase Price Option may be exercised by Tenant, on or before the Option Date, by (i) giving written notice (the “Option Notice”) to Landlord of such exercise and (ii) simultaneously delivering to First American Title Insurance Company (“Escrow Agent”) the sum of $500,000.00 as security for Tenant’s faithful performance of its obligations hereunder (the “▇▇ ▇▇▇▇▇▇ Collateral Money”), which amount, together with any interest earned thereon, shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent applied as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of a credit against the Purchase Price in the event of a Closing hereunder or otherwise disbursed by Escrow Agent pursuant to the First-Lien Secured Parties in accordance with the First-Lien Debt Documentsterms of this Special Stipulation 11. Interest If Tenant shall be calculated fail to but excluding the day on which exercise the Purchase occurs if the amounts so paid Option by the Purchasing Parties to Option Date, the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest Purchase Option shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City timeterminate. (e) The In the event that Tenant timely exercises the Purchase Option, Tenant and its agents shall have the right, from time to time prior to the Closing, to examine the Premises and the condition thereof, and to conduct such surveys and to make such engineering and other inspections, tests and studies as Tenant shall determine to be made reasonably necessary, all at Tenant’s sole cost and expense; provided, however, Tenant shall not conduct any environmental investigations of the Land beyond a Phase I environmental site assessment (i.e. no sampling or drilling) without representation first obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or warranty conditioned. Tenant agrees to give Landlord reasonable advance notice of such examinations or surveys and to conduct such examinations or surveys during normal business hours. Unless Landlord waives such right in writing, a representative of Landlord must be present with Tenant during all examinations or surveys of the Premises conducted by Tenant. Tenant agrees to conduct all examinations and surveys of the Premises in a manner that will not harm or damage the Premises, and agrees to restore the Premises to its condition prior to any such examinations or surveys immediately after conducting the same. Tenant hereby indemnifies and holds Landlord harmless from and against any claims for injury or death to persons, damage to property or other losses, damages or claims, including, in each instance, attorneys’ fees and litigation costs, arising out of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear action of any liens person or encumbrances and (iii) that firm entering the First-Lien Secured Parties have Premises on Tenant’s behalf as aforesaid, which indemnity shall survive the right to assign Closing or any termination of this Purchase Option or the First-Lien Obligations and Lease without the assignment is duly authorizedClosing having occurred. (f) For Notwithstanding Tenant’s right of inspection contained in sub-paragraph (e) above, Tenant shall have until May 1, 2006 (the avoidance “Inspection Date”) in which to make such investigations and studies with respect to the Premises as Tenant deems appropriate, and to terminate the Purchase Option, by written notice to Landlord, to be received on or before the Inspection Date, if Tenant is not, for any reason satisfied with the Premises. If Tenant fails to give notice of doubtsuch termination to be received by Landlord on or before the Inspection Date, then Tenant’s rights under this sub-paragraph (f) shall be deemed to have been waived by Tenant and the Purchase Option shall remain in full force and effect without any longer being subject to this sub-paragraph (f). If Tenant does give notice of termination, $100 of the ▇▇▇▇▇▇▇ Money shall be paid to Landlord for the rights granted Tenant hereunder and the balance of the ▇▇▇▇▇▇▇ Money shall be refunded to Tenant by Escrow Agent, and the parties shall have no further rights or obligations under this Special Stipulation 11, except for those which expressly survive any such termination, and thereafter, Tenant shall promptly provide to Landlord, without charge, copies of any reports, surveys, drawings, tests or other written documents obtained by Tenant with respect to the Premises. (g) Provided that all of the conditions set forth herein are theretofore fully satisfied, and provided that Tenant has not previously terminated this Purchase Option pursuant to the terms of sub-paragraph (f) above, the closing or settlement (“Closing”) of the sale of the Premises contemplated hereby shall be held at the offices of Landlord’s attorney, during regular business hours on or before the date which is thirty (30) calendar days following Substantial Completion. The exact time and date of Closing shall be selected by Tenant by written notice given to Landlord at least five (5) days prior to the date so specified. If Tenant shall fail to close by such date, the Purchase Option shall terminate and Landlord shall be entitled, as its sole and exclusive remedy hereunder, to receive the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default, whereupon this Purchase Option shall terminate and the parties hereto shall have no further rights or obligations hereunder, except for those which expressly survive any such termination. The parties hereby acknowledge the difficulty of ascertaining Landlord’s actual damages in such circumstance and agree agree, after discussion, that the ▇▇▇▇▇▇▇ Money represents a good faith estimate thereof and is not intended as a penalty, but as full liquidated damages pursuant to O.C.G.A. Section 13-6-7. Tenant covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in no the event of such default. This provision shall expressly survive the Designated Juniortermination of this Special Stipulation 11 and the Lease. (h) At Closing, Landlord shall convey fee simple title to the Premises to Tenant by limited warranty deed, which shall expressly be made subject to all matters of record except for past due monetary liens created by Landlord and any security deeds, mortgages, deeds of trust or other financing created by Landlord, which Landlord shall be obligated to pay off and discharge at Closing. Landlord shall execute and deliver reasonable evidence of authority and existence, evidence of non-Lien Collateral Agent foreign status required by the Internal Revenue Code (without which tax will be withheld as required by law), a closing statement, an owner’s affidavit of title (in substantially the form required by a national title insurance company reasonably approved by Landlord (the “Title Company”)), a state transfer tax declaration and other documents which are customarily required by the Title Company at the time of Closing to issue its owner’s title insurance policy. Landlord shall pay the State transfer tax payable in connection with conveyance of the Premises. All other costs of Closing, including, without limitation, all title insurance costs, survey, recording and other due diligence expenses shall be paid by Tenant. Ad valorem taxes assessed against the Premises for the year in which the Closing occurs shall be prorated as of the day of Closing. (i) At Closing, Landlord shall warrant to Tenant that the materials and equipment furnished by Landlord’s contractors in the completion of Landlord’s Work will be deemed of good quality and new, that during the one period following the date of Substantial Completion of Landlord’s Work, such materials and equipment and the work of such contractors shall be free from defects not inherent in the quality required or permitted under the Lease, and that such work will conform to be the Plans and Specifications described in the Lease. This warranty shall exclude damages or defects caused by abuse by Tenant and Tenant’s Affiliates, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. Upon the expiration of the aforementioned one year warranty, Landlord shall grant to Tenant, without recourse or warranty, a Purchasing Party for purposes non-exclusive right to exercise Landlord’s rights under any warranties obtained with respect to the roof, heating, ventilation and air conditioning system, or any other portions of the Building. Landlord shall obtain a minimum ten (10) year roof warranty (j) Landlord and Tenant each warrant and represent to the other that neither has employed or otherwise engaged a real estate broker or agent in connection with the sale of the Premises pursuant to the Purchase Option, and the parties agree to execute an affidavit to that effect at the Closing. Landlord and Tenant covenant and agree, each to the other, to indemnify the other against any loss, liability, costs (including reasonable attorneys’ fees), claims, demands, causes of action and suits arising out of the alleged employment or engagement by the indemnifying party of any real estate broker or agent in connection with the Purchase Option. The indemnities contained in this subsection (j) shall survive Closing and any termination of this Section 3.7Lease. (k) Notwithstanding anything contained in this Special Stipulation 11 to the contrary, in the event (i) the Lease is terminated for any reason prior to the exercise of the Purchase Option by Tenant, or (ii) be subject Tenant fails to or liable for any obligations timely exercise the Right of a Purchasing Party First Refusal pursuant to this the terms of Special Stipulation 2 above, then the Purchase Option shall terminate. This Purchase Option is personal to Global Equipment Company, Inc. and those permitted assignees under Section 3.7 29(b) hereof, and shall automatically terminate and be of no further force and effect if Global Equipment Company, Inc. assigns or (iii) incur any liability to any First-Lien Secured Party sublets all or any portion of its interest in this Lease except as set forth in that Section. This Purchase Option may not be assigned by Global Equipment Company, Inc. regardless of whether Global Equipment Company, Inc. is the Tenant under this Lease. (l) In the event that Tenant fails to timely exercise the Purchase Option by the Option Date or if this Purchase Option should otherwise terminate, Landlord and Tenant agree to enter into an Amended and Restated Industrial Lease Agreement, on all the same terms and conditions as this Lease, except for the omission of this Special Stipulation 11 and any other Person reference to the Purchase Option contained in connection with any Purchase pursuant to this Section 3.7Lease.

Option to Purchase. UWS agrees that on the fifth (5th) anniversary and tenth (10th) anniversary of this Agreement, LLC shall have the option to purchase all of the stock of HMO-W, Incorporated, a Wisconsin corporation, subject to the terms and conditions contained in this Section 4. LLC may exercise this option by giving UWS written notice of the exercise at least 180 days before the fifth (5th) anniversary or tenth (10th) anniversary of this Agreement, as the case may be: provided if UHC has given notice of exercise of its option as set forth in Article 8 of the U-Care Joint Venture Agreement, then LLC may give such written notice of exercise no later than five (5) months prior to such anniversary dates. In addition, UWS agrees that LLC shall have the option to purchase all of the stock of HMO-W, Incorporated within 90 days after termination of the Service Period under Section 5(b)(ii). Such option may be exercised by LLC by giving UWS written notice of exercise on or before the 90th day after such termination of the Service Period. (a) The Applicable Firstprice at which LLC may purchase all of the stock of HMO-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice W, Incorporated shall be effective for all Enforcement Actions taken after the then current Net Worth of HMO-W, Incorporated as of the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies againstsaid purchase plus any amounts UWS paid to Community Physicians' Network, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such noticeInc. ("CPN"), (ii) its acceleration pursuant to the Agreement of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the optionMerger and Joint Venture dated October 11, 1994, as amended, by irrevocable written notice and among UWS, Blue Cross, HMO-W, Incorporated, HMOW, and UWS Acquisition Corporation ("Acquisition Agreement"), that were not distributed as contract signing incentives to primary care physicians or used for the “Purchase Notice”) delivered development, enhancement and maintenance of independent physician practices. The purchase price shall be paid in cash. Net Worth shall be determined by applying the Designated Juniorsame accounting principles as were applied in determining the price at which UWS acquired the stock of HMO-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionW, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything Incorporated pursuant to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement ActionAcquisition Agreement. (b) On UWS agrees to maintain HMO-W, Incorporated as a direct or indirect wholly owned subsidiary and HMOW as a direct wholly owned subsidiary of HMO-W, Incorporated for so long as the options provided herein have not expired. In the event LLC exercises an option provided herein, the assets and business of HMOW shall include the remaining assets and business of HMOW which existed immediately prior to the date specified of this Agreement (including the groups and members which were then with HMOW) and subsequently acquired assets plus an equitable division of new business obtained by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five daysJoint Venture, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased but shall not include any rights other managed care business acquired by UWS with the Joint Venture or merged with the Joint Venture such as the U-Care business and its proportionate share of Firstsubsequent growth. Any tax liabilities resulting to HMOW and/or HMO-Lien Secured Parties W, Incorporated as a result of transferring or adjusting the business and assets of HMOW to comply with respect the immediately preceding sentence shall be reimbursed to indemnification and other obligations HMO-W, Incorporated by UWS in the event such liabilities were not reflected in the net worth of HMO-W, Incorporated for purposes of determining the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”)purchase price in Section 4(a) above. (c) Without limiting In the obligations of event LLC exercises the Grantors under option to purchase the FirstHMO-Lien Debt Documents W, Incorporated stock, UWS shall make warranties and representations to the FirstLLC similar to those as made by HMO-Lien Secured Parties with respect W, Incorporated to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, UWS in the case of any Secured Hedge Acquisition Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral or the institution of any Insolvency Proceeding (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of . Following the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Enforcement Action or the institution of any Insolvency Proceeding by the First Priority Representative or Liquidation Proceeding. Any Junior-Lien any other First Priority Secured Party, any Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionFirst Priority Representative at any time, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions, and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.6. For the avoidance of doubt, if the Purchase is not consummated on or before the date specified in the Purchase Notice for any reason, the First Priority Secured Parties shall be entitled to recommence taking Enforcement Actions. In addition, following any such failure the Second Priority Secured Parties shall not be entitled to exercise any right pursuant to this Section 3.6 to Purchase the First Priority Obligations at any time thereafter, unless agreed to by the First Priority Secured Parties. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a3.6(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiumsinterest (including, accrued but unpaid to the extent applicable, interest and fees and any other unpaid amountsat the default rate), includingPost-Petition Interest, fees, yield-maintenance amounts (if any), breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementHedging Obligations), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; , provided that that, in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt First Priority Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien each First Priority Secured Parties Party shall severally represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchasedpurchased from such First Priority Secured Party, (ii) that such First Priority Secured Party owns the First-Lien Secured Parties own the First-Lien First Priority Obligations held by it free and clear of any liens or encumbrances and (iii) that the First-Lien such First Priority Secured Parties have Party has the right to assign the First-Lien First Priority Obligations held by it and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees Unless the Option Holder terminates this Amendment in accordance with Paragraph 4 above, Section 3(b) of the Agreement is deleted in its entirety and replaced with the following subsections 3(b)(i), 3(b)(ii) and 3(b)(iii): (i) Option Grantor shall notify Option Holder the date that it anticipates that Completion of the Original Improvements (as defined in the following sentence) will give occur (the Designated Junior-Lien Collateral Agent “Estimated Original Completion Notice”). Option Grantor shall provide written notice to Option Holder (and evidence of the completion of each thereof) (the “Original Completion Notice”), within five (5) business days after the last to occur of (i) final completion of the Original Improvements substantially in accordance with the Original Plans and Specifications; (ii) receipt of a notice of substantial completion from Option Grantor’s architect for the Original Improvements; and (iii) issuance of an unconditional final certificate of occupancy from the City of Phoenix for the Original Improvements (“Completion of the Original Improvements”). (ii) Option Grantor shall notify Option Holder the date that it anticipates that Completion of the Lot 5 Improvements (as defined in the following sentence) will occur (the “Estimated Lot 5 Completion Notice”). Option Grantor shall provide written notice to Option Holder (and evidence of the completion of each thereof) (the “Lot 5 Completion Notice”), within five (5) business days after the last to occur of (i) final completion of the Lot 5 Improvements substantially in accordance with the Lot 5 Plans and Specifications; (ii) receipt of a notice of substantial completion from Option Grantor’s architect for the Lot 5 Improvements; and (iii) issuance of an unconditional final certificate of occupancy from the City of Phoenix for the Lot 5 Improvements (“Completion of the Lot 5 Improvements”). (iii) Option Holder may exercise the Option by giving written notice (the “Enforcement Option Exercise Notice”) promptly following of the exercise thereof to Option Grantor on or before the later of (i) its commencement of any Enforcement Action with respect five (5) business days following delivery by Option Grantor to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion Option Holder of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), later of the Original Completion Notice or the Lot 5 Completion Notice or (ii) its acceleration sixty (60) days after the delivery by Option Grantor to Option Holder of the First-Lien Obligations in accordance with the terms later of the First-Lien Debt Documents; Estimated Original Completion Notice or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall have the option, by irrevocable written notice Estimated Lot 5 Completion Notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent of the Purchase Notice), the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving ObligationsOption Exercise Date”). (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. At any time that there are Priority Revolving Credit Obligations outstanding, (a) The Applicable FirstAny Non-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Controlling Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Juniorapplicable Non-Lien Collateral Agent Controlling Secured Party to each First-Lien the Controlling Collateral Agent no later than thirty (30) calendar days after the earlier occurrence of the earliest to occur of (ai) the Designated Junior-Controlling Collateral Agent commencing or directing the commencement of any enforcement action with respect to the Collateral, (ii) the date of acceleration of any First Lien Collateral Agent’s receipt Obligations pursuant to an Event of the Enforcement Notice Default and (biii) the Designated Junior-Lien Collateral Agent becoming aware date of the Enforcement Actionany Insolvency or Liquidation Proceeding of any Grantor, to purchase Purchase (as defined below) for the Purchase Price (as defined below) all (but not less than all) of the First-Lien Priority Revolving Credit Obligations from the First-Lien Priority Revolving Credit Secured Parties. Notwithstanding anything to If a Non-Controlling Secured Party so delivers the contrary contained hereinPurchase Notice, neither the Applicable First- Lien Controlling Collateral Agent nor shall terminate any other First-Lien Secured Party existing enforcement actions and shall not take any further enforcement actions, provided that the Purchase (as defined below) shall have any liability to any party hereto for any failure or delay been consummated on the part of date specified in the Applicable First-Lien Collateral Agent Purchase Notice in delivering any Enforcement Notice or terminating any existing Enforcement Actionaccordance with this Section 2.11. (b) On the date specified by the Designated Juniorapplicable Non-Lien Collateral Agent Controlling Secured Party (acting at the direction of the Purchasing Parties (as defined below)) in the Purchase Notice (which shall be a Business Day not less than five daysten (10) Business Days, nor more than ten daystwenty (20) Business Days, after receipt by the Applicable First-Lien Controlling Collateral Agent of the Purchase Notice), the First-Lien Priority Revolving Credit Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell sell, to the JuniorNon-Lien Controlling Secured Parties electing to purchase pursuant to Section 3.7(a2.11(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Priority Revolving Credit Secured Parties, all all, but not less than all, of the First-Lien ObligationsPriority Revolving Credit Obligations for the Purchase Price pursuant to customary transfer and assignment documentation (or such other documentation approved by the Controlling Collateral Agent and the Purchasing Parties); provided provided, that the First-Lien Priority Revolving Credit Obligations so purchased shall not include any rights of First-Lien the Priority Revolving Credit Secured Parties with respect to indemnification and other obligations contingent indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim or demand for payment has been made of the Grantors any Loan Party under the First-Lien Debt applicable Loan Documents that are expressly stated to survive the termination of the First-Lien Debt Documents Revolving Facility (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties to the Priority Revolving Credit Secured Parties under the First-Lien Debt Documents to the First-Lien Secured Parties applicable Loan Document with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Controlling Collateral Agent, for prompt disbursement to the Priority Revolving Credit Secured Parties in accordance with Section 2.11(d), as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Priority Revolving Credit Obligations (other than Priority Revolving Credit Obligations in the form of Swap Obligations, Banking Services Obligations, letters of credit and bank guarantees) then outstanding and unpaid at par (including principal, any prepayment premiumsprepetition interest, accrued but unpaid interest and fees and any other unpaid amountsPost-Petition Interest, includingfees, breakage costs, attorneys’ fees and expenses); (ii) in the case of Swap Obligations that constitute Priority Revolving Credit Obligations, andthe Purchasing Parties shall cause the applicable Swap Agreements governing such Swap Obligations to be assigned and novated or, if such Swap Agreements have been terminated, pay to the Controlling Collateral Agent for prompt disbursement to the applicable Priority Revolving Credit Secured Parties a Purchase Price equal to the greater of (x) all amounts then due and payable in respect of such Swap Obligations by the applicable Grantors under the terms of such Swap Agreements in the event of termination of such Swap Agreements and (y) the Swap Termination Value, (iii) in the case of any Priority Revolving Credit Obligations in respect of letters of credit and bank guarantees (including reimbursement obligations in connection therewith), simultaneously with the purchase of the other Priority Revolving Credit Obligations, furnish cash collateral (the “Cash Collateral”) to the Priority Revolving Credit Secured Hedge AgreementParties who issued such letters of credit or such bank guarantees, in such amounts (not to exceed 105% of the aggregate undrawn face amount of such letters of credit and bank guarantees) as such Priority Revolving Credit Secured Parties determine is reasonably necessary to secure such Priority Revolving Credit Secured Parties in connection with any such outstanding and undrawn letters of credit and bank guarantees; provided, that as such time as all letters of credit or bank guarantees have been cancelled, expired or been fully drawn and all reimbursement obligations in respect thereof satisfied, as the case may be, and after all applications described herein have been satisfied, any excess Cash Collateral shall be returned to the respective Purchasing Parties, (iv) with respect to Priority Revolving Credit Obligations in respect of Banking Services Obligations, pay to the Controlling Collateral Agent for the prompt disbursement to the applicable Priority Revolving Credit Secured Parties a Purchase Price equal to all amounts due and payable by the applicable Grantors under the terms of the applicable Banking Services Agreement in the event of a termination or furnish Cash Collateral to the Priority Revolving Credit Secured Parties holding such Banking Services Obligations in the amount that would be payable by the relevant Grantors Grantor thereunder if it were to terminate such Secured Hedge Agreement Banking Services Agreements governing such Banking Services Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement)Purchase, (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iiiv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Priority Revolving Credit Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Priority Revolving Credit Obligations and/or as to which the First-Lien Priority Revolving Credit Secured Parties have not yet received final payment and (ivvi) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Controlling Collateral Agent, to reimburse the First-Lien Priority Revolving Credit Secured Parties in respect of indemnification obligations of the Grantors Loan Parties to such Priority Revolving Credit Secured Parties under the First-Lien Debt applicable Loan Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Priority Revolving Credit Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Controlling Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Controlling Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Priority Revolving Credit Secured Parties in accordance with the First-Lien Debt DocumentsCredit Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Controlling Collateral Agent are received in such account prior to 12:00 noon2:00 p.m., New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Controlling Collateral Agent are received in such account later than 12:00 noon2:00 p.m., New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Priority Revolving Credit Secured Parties as to the First-Lien Priority Revolving Credit Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Priority Revolving Credit Secured Parties, except that the First-Lien each Priority Revolving Credit Secured Parties Party shall represent and warrant: (i) the amount of the First-Lien Priority Revolving Credit Obligations being purchased, (ii) that such Priority Revolving Credit Secured Party owns the First-Lien Secured Parties own the First-Lien Priority Revolving Credit Obligations free and clear of any liens Liens or encumbrances and (iii) that the First-Lien Priority Revolving Credit Secured Parties have the right to assign the First-Lien Priority Revolving Credit Obligations and the assignment is duly authorized. (f) For . Upon the avoidance consummation of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.72.11, the Purchasing Parties shall be treated for all purposes hereunder (including for the purposes of Section 2.01 hereof) as Priority Revolving Credit Secured Parties.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent Each First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent each Second Priority Representative written notice (the “Enforcement Notice”) promptly following within five (i5) its commencement of Business Days after commencing any Enforcement Action by it with respect to Shared Common Collateral or the institution of any Insolvency Proceeding (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent such First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, including all Enforcement Actions identified in such notice), (ii) its acceleration of . Following the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Enforcement Action or the institution of any Insolvency Proceeding by any First Priority Representative or Liquidation Proceeding. Any Junior-Lien any other First Priority Secured Party, any Second Priority Secured Party shall have the option, but in no event the obligation, upon receipt of the Enforcement Notice by any Second Priority Representative, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent such Second Priority Representative to each First-Lien Collateral Agent First Priority Representative no later than thirty days ten (10) Business Days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt by such Second Priority Representative of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement ActionNotice, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If any Second Priority Representative so delivers the contrary contained hereinPurchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided, that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. If more than one Second Priority Representative exercises its purchase option, the purchase shall be allocated among such purchasing Second Priority Representatives pro rata by principal amount of Second Priority Obligations. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five days(5) Business Days, nor more than ten days(10) Business Days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided provided, that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but and unpaid interest and fees and any other unpaid amountsat the contract rate, includingfees, premiums, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge AgreementSpecified Swap Agreements, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Specified Swap Agreements on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge AgreementSpecified Swap Agreements), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 103% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or or as to which the First-Lien First Priority Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account account(s) of the Applicable First-Lien Collateral Agent each applicable First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent Each First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties represented by it in accordance with the First-Lien Debt Documentsrespective First Priority Agreement (subject to the First Priority Pari Passu Intercreditor Agreement). Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations being purchased free and clear of any liens or encumbrances Liens and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations being assigned and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent Second Priority Representative (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien First Priority Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7. (g) To the extent that any First Priority Secured Party is in breach of the provisions of this Section 3.7, a Purchasing Party may, but shall not be obligated to, extend the date of the proposed Purchase on a day for day basis during the period of any breach by such First Priority Secured Party.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent First Priority Representative agrees that it will give the Designated Junior-Lien Collateral Agent Second Priority Representative written notice (the “Enforcement Notice”) promptly following (i) its commencement of within five business days after commencing any Enforcement Action with respect to Shared Common Collateral (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent First Priority Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-senior Liens on a material portion of the Shared Common Collateral, including, without limitation, all Enforcement Actions identified in such notice), (ii) its acceleration of the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documents; or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Second Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Agent Second Priority Representative to each First-Lien Collateral Agent the First Priority Representative no later than thirty fifteen days after receipt by the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt Second Priority Representative of the Enforcement Notice and (b) Notice, commencement of an Insolvency Proceeding, occurrence of a default in any payment of principal and/or interest under the Designated Junior-Lien Collateral Agent becoming aware First Priority Documents that has continued for five or more days or acceleration of the Enforcement ActionFirst Priority Obligations, to purchase all (but not less than all) of the First-Lien First Priority Obligations from the First-Lien First Priority Secured Parties. Notwithstanding anything to If the contrary contained hereinSecond Priority Representative so delivers the Purchase Notice, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party First Priority Representative shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating terminate any existing Enforcement ActionActions and shall not take any further Enforcement Actions, provided that the Purchase (as defined below) shall have been consummated on the date specified in the Purchase Notice in accordance with this Section 3.7. (b) On the date specified by the Designated Junior-Lien Collateral Agent Second Priority Representative in the Purchase Notice (which shall be a Business Day business day not less than five business days, nor more than ten business days, after receipt by the Applicable First-Lien Collateral Agent First Priority Representative of the Purchase Notice), the First-Lien First Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Junior-Lien Second Priority Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien First Priority Secured Parties, all the First-Lien First Priority Obligations; provided that the First-Lien First Priority Obligations purchased shall not include any rights of First-Lien First Priority Secured Parties with respect to indemnification and other obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents that are expressly stated to survive the termination of the First-Lien Debt First Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents to the First-Lien First Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien First Priority Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien First Priority Obligations then outstanding and unpaid at par (including (A) principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, includinginterest, breakage costs, accrued and unpaid fees, attorneys’ fees and expenses, and, (B) in the case of any Secured Hedge AgreementHedging Obligations, the amount that would be payable by the relevant Grantors Loan Party thereunder if it were to terminate such Secured Hedge Agreement Hedging Obligations on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien First Priority Secured Party to be necessary to collateralize its credit risk arising out of such Hedging Obligations and (C) in the case of Cash Management Obligations, the amount that would be payable by the relevant Loan Party thereunder if it were to terminate such Cash Management Obligations on the date of the Purchase and/or an amount determined by the relevant First Priority Secured Hedge AgreementParty to be necessary to collateralize its credit risk arising out of such Cash Management Obligations), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Cash Collateral”) to the First-Lien First Priority Secured Parties in such amounts as the relevant First-Lien First Priority Secured Parties determine is reasonably necessary to secure such First-Lien First Priority Secured Parties in connection with any outstanding Letters letters of Creditcredit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien First Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien First Priority Obligations and/or as to which the First-Lien First Priority Secured Parties have not yet received final payment in each case that are due and owing and have not otherwise been paid by the Loan Parties after demand thereof and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agentagree, after written request from the Applicable First-Lien Collateral AgentFirst Priority Representative, to reimburse the First-Lien First Priority Secured Parties in respect of indemnification obligations of the Grantors Loan Parties under the First-Lien Debt First Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien First Priority Secured Parties (other than with respect to any contingent indemnification obligations for which no claim has been asserted) in each case that are due and owing (but not yet payable) and have not otherwise been paid by the Loan Parties; provided that in no event shall any Purchasing Party have any liability for such amounts reimbursable under this clause (iv) to the extent in excess of proceeds of Shared Common Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent First Priority Representative as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent First Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien First Priority Secured Parties in accordance with the First-Lien Debt DocumentsFirst Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent First Priority Representative are received in such account prior to 12:00 noonNoon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent First Priority Representative are received in such account later than 12:00 noonNoon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien First Priority Secured Parties as to the First-Lien First Priority Obligations, the Shared Common Collateral or otherwise and without recourse to the First-Lien First Priority Secured Parties, except that the First-Lien First Priority Secured Parties shall severally and not jointly represent and warrant: (i) the amount of the First-Lien First Priority Obligations being purchased, (ii) that the First-Lien First Priority Secured Parties own the First-Lien First Priority Obligations free and clear of any liens Liens or encumbrances (other than participation interests not prohibited by the First Priority Documents, in which case at the election of the Second Priority Secured Parties the Purchase Price may be appropriately adjusted so that the Second Priority Secured Parties do not pay amounts represented by participation interests to the extent that the Second Priority Secured Parties expressly assume the obligations under such participation interests) and (iii) that the First-Lien First Priority Secured Parties have the right to assign the First-Lien First Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. Landlord does hereby give and grant to Tenant the right and option to purchase the Premises at any time during the term or the renewal term (aif duly exercised) The Applicable First-Lien Collateral Agent agrees provided that it will give the Designated Junior-Lien Collateral Agent written notice Tenant's right to possession under this Lease has not been terminated due to Tenant's default; PROVIDED, HOWEVER, that Tenant may not exercise such purchase option until such time as Wastequip Manufacturing Company (the “Enforcement Notice”"WQMC") promptly following has paid in full all principal and accrued interest, or otherwise satisfied its obligations in full, under both (i) its commencement the 7% Convertible Subordinated Promissory Note in the principal amount of any Enforcement Action with respect $1,250,000 dated the same day herewith issued by WQMC to Shared Collateral Landlord and (which notice ii) the 9% Nonconvertible Subordinated Promissory Note in the principal amount of $500,000 dated the same date herewith issued by WQMC to Landlord. The purchase price (the "Purchase Price") for the Premises described above shall be effective for all Enforcement Actions taken after the "Fair Market Value" (defined below) as of the date of exercise. During the thirty (30) day period after such notice so long as has been given (the Applicable First-Lien Collateral Agent is diligently pursuing in good faith "Notice Date"), Landlord and Tenant shall negotiate to attempt to agree on one appraiser. In the exercise event Landlord and Tenant cannot agree within such time period on one appraiser to conduct the appraisal, then Landlord and Tenant shall each select one appraiser (by written notice to the other) within the sixty (60) day period after the Notice Date, each of whom shall have one (or more) of the following qualifications: (i) be an MAI member of the American Institute of Real Estate Appraisers (or its default or enforcement rights or remedies againstsuccessor organization, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateralif it no longer exists, includingan organization with similar requirements for membership, without limitation, all Enforcement Actions identified in existing at such noticetime), ; (ii) its acceleration be an SREA or SRPA member of the FirstSociety of Real Estate Appraisers (or its successor organization, or if it no longer exists, an organization with similar requirements for membership, existing at such time); and shall have had at least three (3) years experience within the previous ten (10) years as a real estate appraiser working in the area of the Premises (a person meeting such qualifications is hereinafter referred to as a "Qualified Appraiser") and the two appraisers shall then choose a third appraiser (the "Third Appraiser"). In the event either Landlord or Tenant shall fail to so select an appraiser within the time period provided, the appraiser selected by the other party shall be deemed to be agreed on by both parties pursuant to this section. The Third Appraiser shall be selected by the two (2) appraisers from a list of Qualified Appraisers obtained from an organization listed above (or its successor organization or, if it no longer exists, an organization with similar requirements for membership, existing at such time) and shall select the Third Appraiser by each striking in turn an appraiser's name off the list and continuing to do so until the name of only one appraiser remains, which appraiser shall be the "Third Appraiser." The three appraisers thus chosen (or the one appraiser agreed on or deemed agreed on as provided above) shall each conduct an appraisal of the Premises and shall independently determine the fair market value of the Premises as of the Notice Date. The appraiser(s) shall be instructed to complete their appraisal(s) within ninety (90) days from the date of their designation as appraisers pursuant to this procedure. Such appraisal shall assume that the Premises are free from this Lease, but otherwise shall take into account the location, uses, condition, size, rents payable under any subleases, roads, drainage, landscaping, utilities, amenities, and taxes and assessments affecting or concerning the Premises. The three appraisers (or the one appraiser agreed on or deemed agreed on as provided above) shall then submit their written appraisals to both Landlord and Tenant. In the event the difference between the highest and lowest appraisal is less than five percent (5%) of the middle appraisal, the average of the three appraisals shall be the Appraised Value. In the event the difference between the highest and lowest appraisal is more than five percent (5%) of the middle appraisal, then the appraisal by the Third Appraiser shall be the Appraised Value. In the event one appraiser has been agreed on or deemed agreed on as provided above, the appraisal made by such sole appraiser shall be the Appraised Value. Landlord shall pay the costs and expenses of the appraiser appointed by Landlord, Tenant shall pay the costs and expenses of the appraiser appointed by Tenant, and Landlord and Tenant shall each pay one-Lien Obligations half (1/2) the costs and expenses of the Third Appraiser. The Purchase Price shall be paid in accordance cash to be deposited in and paid through escrow as provided at the closing. Tenant shall sell and convey fee simple title to the Premises to Tenant or Tenant's nominee or designee pursuant to Tenant's written direction (the "Grantee") by good and sufficient general warranty deed, warranting title to the Premises to the Grantee free and clear of all liens, claims, tenancies and encumbrances whatsoever except zoning ordinance, taxes and assessments, both general and special, not yet due and payable, encumbrances arising by, through, or under Tenant, those taxes and assessments which were Tenant's obligations pursuant to this Lease, and except reservations, restrictions and easements of record existing as of the Commencement Date (the "Permitted Encumbrances") . The Grantee shall receive at the Grantee's expense an owner's fee policy of title insurance to be issued by Chicago Title Insurance Company (the "Title Company") (or such other title company selected by the Grantee and as to whom the Landlord has no reasonable objection) on ALTA Owner's Form 1970-B (10- 17-70) (or, if such form of policy is unavailable in Colorado at such time through any title insurance company authorized to issue title insurance in Colorado, such other form of title insurance policy as the Grantee and the Title Company may agree to use) insuring title to the Grantee of the Premises free and clear of all liens, claims, tenancies and encumbrances whatsoever except ongoing taking(s) (if any) by eminent domain, zoning ordinances, taxes and assessments, both general and special, not yet due and payable, encumbrances arising by, through, or under Tenant, those taxes and assessments which were Tenant's obligations pursuant to this Lease, and the Permitted Encumbrances, in the amount of the Purchase Price or such greater amount as may be designated by the Grantee. The Grantee and Landlord shall each pay one-half of the expenses of title examination and the premium for said policy. This transaction shall be placed into escrow with the terms Title Company or an institutional lender designated by the Grantee and reasonably acceptable to Landlord (in such capacity, the "Escrow Agent"), and this Lease, together with the Escrow Agent's usual conditions of acceptance, shall serve as escrow instructions; PROVIDED, HOWEVER, that in the event of any conflict between the provisions of this Lease and the Escrow Agent's usual conditions of acceptance, the provisions of this Lease shall govern. All documents fully executed and funds necessary for the completion of this transaction shall be deposited with the Escrow Agent on or before the date sixty (60) days after the Fair Market Value is determined. When all documents and funds have been deposited into escrow, and the Title Company can and will upon the filing of the Firstdeed for record issue a title insurance policy as provided for hereinabove, the Escrow Agent shall promptly file the deed for record and complete this transaction (the "Closing"). The Grantee and Landlord shall each pay one-Lien Debt Documentshalf the cost of the title examination, the premium for the title insurance policy, any transfer taxes and conveyance fees and the escrow fee. If the Title Company is unable to issue its title policy provided herein due to any defects in the title, it shall notify both parties in writing of the reasons why it is unable to issue such title policy and/or the exceptions which it would require to be inserted in such title policy if it were issued. Landlord, within thirty (30) days after the receipt of such notice, shall take such appropriate steps as are necessary to secure the removal of such defects from the title; PROVIDED, HOWEVER, that Landlord shall be obligated to cure the same only if such defects are in the nature of mortgages, judgment liens, mechanic's liens, or tax or other governmental liens. If the Title Company is unable to issue such title policy without such exceptions within such thirty (iii30) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party day period, in addition to any then remedies available, the Grantee shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered to be exercised by the Designated Junior-Lien Collateral Agent to each First-Lien Collateral Agent no later than thirty Grantee in writing within twenty (20) days after the earlier to occur expiration of such thirty (a30) the Designated Junior-Lien Collateral Agent’s receipt day period, of the Enforcement Notice and (b) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but not less than all) of the First-Lien Obligations from the First-Lien Secured Parties. Notwithstanding anything either accepting title to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor any other First-Lien Secured Party shall have any liability Premises subject to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement Action. (b) On the date specified by the Designated Junior-Lien Collateral Agent such defects in the Purchase Notice (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent title without an abatement of the Purchase Notice)Price, or terminating its obligations to purchase the Premises. If the Grantee elects to terminate its obligation to purchase the Premises, the First-Lien Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell Escrow Agent shall return all funds and documents deposited with it to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (party who so deposited the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”)same. (c) Without limiting the obligations of the Grantors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Parties. (d) The Purchase Price and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate to the Purchasing Parties. The Applicable First-Lien Collateral Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral or otherwise and without recourse to the First-Lien Secured Parties, except that the First-Lien Secured Parties shall represent and warrant: (i) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to or liable for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7.

Option to Purchase. (a) The Applicable First-Lien Collateral Agent agrees that it will give the Designated Junior-Lien Collateral Agent written notice (the “Enforcement Notice”) promptly following If: (i) its commencement of any Enforcement Action with respect to Shared Collateral (which notice shall be effective for the Senior Agent has declared all Enforcement Actions taken after the date of such notice so long as the Applicable First-Lien Collateral Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any stay of enforcement rights of its First-Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice), Senior Debt prematurely due and payable under the Senior Facilities Agreement; (ii) its acceleration the appropriate Representative of other Senior Debt has declared all of such Senior Debt prematurely due and payable under the First-Lien Obligations in accordance with the terms of the First-Lien Debt Documentsapplicable External Facility; or or (iii) its commencement of an Insolvency or Liquidation Proceeding. Any Junior-Lien Secured Party shall the Majority Senior Creditors have instructed the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Junior-Lien Collateral Security Agent to each First-Lien Collateral Agent no later than thirty days after the earlier to occur of (a) the Designated Junior-Lien Collateral Agent’s receipt enforce any material part of the Enforcement Notice and Security, the Bridge Creditors or the Notes Trustee (bor any combination thereof) the Designated Junior-Lien Collateral Agent becoming aware of the Enforcement Action, to purchase all (but may by giving not less than all10 Business Days’ notice to the Senior Agent specifying the purchase date (the Purchase Date) which shall be a Business Day elect to purchase or procure the purchase of all (and not part only) of the First-Lien Obligations from relevant outstanding Senior Debt. Any such notice once given is irrevocable and shall preclude the First-Lien Secured Parties. Notwithstanding anything to the contrary contained herein, neither the Applicable First- Lien Collateral Agent nor giving of any such notice by any other First-Lien Secured Party shall have any liability to any party hereto for any failure or delay on the part of the Applicable First-Lien Collateral Agent in delivering any Enforcement Notice or terminating any existing Enforcement ActionParty. (b) On the date specified Purchase Date: (i) the Bridge Creditors or, as the case may be, the Notes Trustee (or its nominee) shall pay to the Senior Agent or Representative of other Senior Debt, as the case may be, in cash and in the currency in which the Relevant Debt is denominated an amount (the Purchase Amount) determined by the Designated Junior-Lien Collateral Senior Agent in or Representative of other Senior Debt, as the case may be, (acting reasonably) to be equal to the outstanding amount of the relevant Senior Debt (including all accrued interest, fees and expenses together with any Break Costs) on the Purchase Notice Date; (which shall be a Business Day not less than five days, nor more than ten days, after receipt by the Applicable First-Lien Collateral Agent ii) subject to payment of the Purchase NoticeAmount, the Senior Creditors under the Senior Facilities Agreement or Representative of other Senior Debt, as the case may be, shall transfer the Senior Debt to the Bridge Creditors, or as the case may be, the Notes Trustee (or to its order), by means of Transfer Certificates or by such other means as the First-Lien Secured Parties relevant Senior Creditors under the Senior Facilities Agreement or Representative of other Senior Debt, the Bridge Creditors or, as the case may be, the Notes Trustee may otherwise agree. Each of the Obligors shall, subject if required by the Bridge Agent or the Notes Trustee, execute any such Transfer Certificate; and (iii) each Senior Creditor under the Senior Facilities Agreement or Representative of other Senior Debt, as the case may be, shall be deemed to have warranted to the Bridge Creditors, or, as the case may be, the Notes Trustee that: “It is the owner of the beneficial interest, free from all Security Interests and third party interests other than any required approval arising under the Finance Documents or by operation of any court law, in all rights and interests under the Finance Documents purporting to be assigned or other governmental authority then in transferred by it by such transfer. It has the corporate power to effect, sell and has taken all necessary corporate action to the Junior-Lien Secured Parties electing to purchase pursuant to Section 3.7(a) (the “Purchasing Partiesauthorise, such assignment or transfer.”), and the Purchasing Parties shall purchase (the “Purchase”) from the First-Lien Secured Parties, all the First-Lien Obligations; provided that the First-Lien Obligations purchased shall not include any rights of First-Lien Secured Parties with respect to indemnification and other obligations of the Grantors under the First-Lien Debt Documents that are expressly stated to survive the termination of the First-Lien Debt Documents (the “Surviving Obligations”). (c) Without limiting Save as specified in paragraph (b)(iii) above, any such transfer by the obligations Senior Creditors under the Senior Facilities Agreement or Representative of other Senior Debt, as the case may be, shall be without recourse to, or representation or warranty from, the Senior Creditors and the terms of clause 27.2 (Assignments and transfers by Lenders) of the Grantors Senior Facilities Agreement (and/or any similar terms of any External Facility) shall apply to any such transfer by the Senior Creditors under the First-Lien Debt Documents to the First-Lien Secured Parties with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase)Senior Facilities Agreement or Representative of other Senior Debt, on the date of the Purchase, the Purchasing Parties shall (i) pay in cash to the First-Lien Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all First-Lien Obligations then outstanding and unpaid at par (including principal, any prepayment premiums, accrued but unpaid interest and fees and any other unpaid amounts, including, breakage costs, attorneys’ fees and expenses, and, in the case of any Secured Hedge Agreement, the amount that would be payable by the relevant Grantors thereunder if it were to terminate such Secured Hedge Agreement on the date of the Purchase or, if not terminated, an amount determined by the relevant First-Lien Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the “▇▇ ▇▇▇▇ Collateral”) to the First-Lien Secured Parties in such amounts as the relevant First-Lien Secured Parties determine is reasonably necessary to secure such First-Lien Secured Parties in connection with any outstanding Letters of Credit, (iii) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent to reimburse the First-Lien Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First-Lien Obligations and/or as to which the First-Lien Secured Parties have not yet received final payment and (iv) agree in writing in form and substance satisfactory to the Applicable First-Lien Collateral Agent, after written request from the Applicable First-Lien Collateral Agent, to reimburse the First-Lien Secured Parties in respect of indemnification obligations of the Grantors under the First-Lien Debt Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to result in any loss, cost, damage or expense to any of the First-Lien Secured Parties; provided that in no event shall any Purchasing Party have any liability for such amounts in excess of proceeds of Shared Collateral received by the Purchasing Partiesmay be. (d) The Purchase Price Bridge Creditors or, as the case may be, the Notes Trustee, provided the Notes Trustee shall have been indemnified pursuant to Clause 25.3, shall provide an indemnity to each Senior Creditor under the Senior Facilities Agreement or Representative of other Senior Debt, as the case may be, from a person acceptable to all the Senior Creditors and ▇▇ ▇▇▇▇ Collateral shall be remitted by wire transfer in immediately available funds to such account of the Applicable First-Lien Collateral Agent as it shall designate a form satisfactory to the Purchasing Parties. The Applicable First-Lien Collateral Agent shallMajority Senior Creditors under the Senior Facilities Agreement or Representative of other Senior Debt, promptly following its receipt thereofas the case may be, distribute the amounts received for any and all costs, losses and expenses which may be sustained or incurred by it such Senior Creditor in respect of the Purchase Price to the First-Lien Secured Parties in accordance with the First-Lien Debt Documents. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First- Lien Collateral Agent are received in such account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the Applicable First-Lien Collateral Agent are received in such account later than 12:00 noon, New York City time. (e) The Purchase shall be made without representation or warranty consequence of any kind by the First-Lien Secured Parties as to the First-Lien Obligations, the Shared Collateral Purchase Amount being required (or otherwise and without recourse to the First-Lien Secured Parties, except it being alleged that the First-Lien Secured Parties shall represent and warrant: (iit is required) the amount of the First-Lien Obligations being purchased, (ii) that the First-Lien Secured Parties own the First-Lien Obligations free and clear of any liens or encumbrances and (iii) that the First-Lien Secured Parties have the right to assign the First-Lien Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, the parties hereto hereby acknowledge and agree that in no event shall the Designated Junior-Lien Collateral Agent (i) be deemed to be a Purchasing Party for purposes of this Section 3.7, (ii) be subject to paid back by or liable clawed back from any Senior Creditor for any obligations of a Purchasing Party pursuant to this Section 3.7 or (iii) incur any liability to any First-Lien Secured Party or any other Person in connection with any Purchase pursuant to this Section 3.7reason whatsoever.