Common use of Purchase Notice Clause in Contracts

Purchase Notice. The Closing Date Term Loan Lenders shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), to (x) purchase from the Priority Revolving Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Obligations and Commitments referred to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Lenders giving a written notice (the “Purchase Notice”) to the Borrower, the Administrative Agent and the Priority Revolving Agent (who shall in turn promptly deliver such notice to each Priority Revolving Lender). A Purchase Notice once delivered shall be irrevocable. Each Closing Date Term Loan Lender shall have the right to purchase and assume its pro rata share of the Subject Obligations, and the Closing Date Term Loan Lenders exercising such rights may exercise the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance of the Purchase Notice).

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

Purchase Notice. The Closing Date Term Loan Lenders shall have the option but not the obligation, on one occasion after the 10th Within three Business Day Days following the occurrence of a Mandatory Purchase Option Trigger Event, the Purchaser shall mail, or deliver to the Transfer Agent for mailing and cause the Transfer Agent to mail, to the record holders of the Listed Shares described in Section 2.2(a), a notice (the "Mandatory Purchase Notice") which shall state: (a) That a Mandatory Purchase Event has occurred and that pursuant to the provisions of the LLC Agreement and these Purchase Provisions the Purchaser will purchase all of the outstanding Listed Shares that are not held by the Purchaser or its Affiliates at the Mandatory Purchase Price; (b) A brief description of the circumstances and so long as such relevant facts regarding the Mandatory Purchase Option Trigger Event is continuing Event; (c) The dollar amount per Listed Share of the Mandatory Purchase Price; (d) The date on which the Listed Shares will be purchased (the "Purchase Date"), which shall be no later than five Business Days from the date the Closing Date Term Loan Lenders exercise Mandatory Purchase Notice is mailed by the Purchaser or the Transfer Agent; and (e) The instructions a holder of Listed Shares must follow, including any other documents such option)holder must deliver, in order to (x) purchase from receive the Priority Revolving Lenders all, but not less than all, Mandatory Purchase Price. Any such Mandatory Purchase Notice mailed to a record holder of Listed Shares at such holder's address as reflected in the records of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all Transfer Agent as of the Revolving Commitments under time set forth in Section 2.2, or delivered by the Priority Revolving Facility (Purchaser to the LoansTransfer Agent for mailing to such holders, Obligations and Commitments referred to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Lenders giving a written notice (the “Purchase Notice”) conclusively presumed to the Borrowerhave been given, the Administrative Agent and the Priority Revolving Agent (who shall in turn promptly deliver whether or not such holder receives such notice. Failure to give any such notice to each Priority Revolving Lender). A Purchase Notice once delivered any particular holder or holders shall be irrevocable. Each Closing Date Term Loan Lender shall have not affect the right to purchase and assume its pro rata share validity of the Subject Obligations, and the Closing Date Term Loan Lenders exercising such rights may exercise the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as Mandatory Purchase pursuant to all Subject Obligations (in any case, prior to issuance of the these Purchase Notice)Provisions.

Purchase Notice. The Closing If, at any time during the period beginning on the Effective Date Term Loan Lenders and continuing until seven (7) years and six (6) months from the date thereof, any of the Allied Parties desires to consummate a Restricted Sale, it shall have negotiate with the option but not prospective buyer (“Prospective Buyer”) a bona fide definitive purchase and sale agreement or other appropriate agreement for the obligationtransfer, on one occasion license or other disposition (a “Final PSA”) to purchase the Subject Asset, or any part thereof. Within fourteen (14) days after the 10th Business Day following the occurrence commencement of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), to (x) purchase from the Priority Revolving Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Obligations and Commitments referred to in clauses (x) and (y)negotiations, the “applicable Allied Party shall notify CEI that such negotiations are taking place. Upon negotiating the Final PSA, the applicable Allied Party shall not execute such Final PSA without first extending an offer to purchase such Subject Obligations”)Asset to CEI on substantially the same terms as the Prospective Buyer, by sending to CEI a notice indicating its intention to sell the Subject Asset, which notice shall include an accurate and complete copy of such Final PSA, including the obligation to proposed purchase participations in Letters price of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by Asset, and the exercising Closing Date Term Loan Lenders giving a written notice Prospective Buyer’s name and address (the “Purchase Notice”) ). The applicable Allied Party shall also provide CEI with access to the Borrower, the Administrative Agent Subject Asset and the Priority Revolving Agent (who shall in turn promptly deliver such notice to each Priority Revolving Lender). A Purchase Notice once delivered shall be irrevocable. Each Closing Date Term Loan Lender shall have the right to purchase and assume its pro rata share of any information reasonably requested by CEI regarding the Subject Obligations, and the Closing Date Term Loan Lenders exercising such rights may exercise the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to all Subject Obligations Asset. Within thirty (in any case, prior to issuance 30) days after its receipt of the Purchase Notice), CEI shall advise the applicable Allied Party in writing as to whether CEI desires to purchase the Subject Asset on the terms set forth in the Final PSA. If CEI elects not to purchase the Subject Asset on the terms set forth in the Final PSA or fails to respond to the Purchase Notice within such thirty (30)-day period, the applicable Allied Party shall be free to proceed to execute such Final PSA with the Prospective Buyer in accordance with Section 2.3. If CEI elects to purchase the Subject Asset on the terms set forth in the Final PSA, CEI shall deliver to the applicable Allied Party a written notice indicating its desire to purchase the Subject Asset, and the applicable Allied Party and CEI shall sign a final purchase and sale agreement reflecting the terms of the Final PSA.

Purchase Notice. (a) The Closing Date Term Loan Lenders shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), Second Lien Creditors desiring to (x) purchase from the Priority Revolving Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility Purchase Obligations (the Loans, Obligations and Commitments referred to in clauses (x“Purchasing Creditors”) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Lenders giving will deliver a written notice (the “Purchase Notice”) to the BorrowerFirst Lien Agent no later than three Business Days before the Purchase Deadline that (1) is signed by the Purchasing Creditors, (2) states that it is a Purchase Notice under this Section 5, (3) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Section 5, the Administrative Agent percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors, (4) contains a representation and warranty by each Purchasing Creditor that the Priority Revolving Agent Purchase Notice conforms with the Second Lien Documents and any other binding agreement among the Second Lien Creditors, and (who shall in turn promptly deliver such notice to each Priority Revolving Lender)5) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that is not later than the Purchase Deadline. A Purchase Notice once delivered shall will be irrevocable. Each Closing Date Term Loan Lender shall have ineffective if it is received by the right First Lien Agent after the occurrence giving rise to purchase and assume its pro rata share the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the First Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 5.2, the Subject ObligationsPurchasing Creditors will be irrevocably obligated to purchase, and the Closing Date Term Loan Lenders exercising such rights may First Lien Creditors will be irrevocably obligated to sell, the First Lien Obligations in accordance with and subject to this Section 5. If so instructed by the Second Lien Creditors in the Purchase Notice, the First Lien Creditors shall not complete any Enforcement Action (other than (1) the exercise of control over any Obligor’s deposit or securities accounts, (2) the rights collection of non-exercising Closing Date Term Loan Lendersproceeds of accounts and payment intangibles, and (3) Enforcement Actions taken under Exigent Circumstances), as long as the purchase and sale of the First Lien Obligations provided for in this Section 5 shall have closed, and the First Lien Creditors shall have received payment in full of the First Lien Obligations as provided for in Section 5.3, in each case on a pro rata basis by the date designated as among exercising Closing the Purchase Date Term Loan Lenders until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance of the Purchase Notice).

Purchase Notice. The Closing Date If (i) prior to the commencement of an Insolvency Proceeding, all of the ABL Obligations shall have been accelerated, (ii) prior to the commencement of an Insolvency Proceeding, a Term Loan Lenders Event of Default occurs under the Term Loan Agreement resulting from any failure by the Loan Parties to make a payment of any Term Obligations when due, (iii) the ABL Agent delivers a notice of its intent to Exercise of Any Secured Creditor Remedies with respect to all or a material portion of the ABL Priority Collateral, or (iv) an Insolvency Proceeding occurs with respect to any of the Loan Parties, then, in any such case, any one or more of Term Credit Parties (acting in their individual capacity or through one or more affiliates) shall have the option right, but not the obligationobligation (each Term Credit Party having a ratable right to make the purchase, on one occasion after with each Term Credit Party’s right to purchase being automatically proportionately increased by the 10th Business Day following the occurrence of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date amount not purchased by another Term Loan Lenders exercise such optionCredit Party), to upon three (x3) purchase from the Priority Revolving Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Obligations and Commitments referred to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Lenders giving a Business Days’ advance written notice from such Term Credit Party (the a “Purchase Notice”) to the BorrowerABL Agent, for the Administrative Agent benefit of the ABL Credit Parties, to acquire from the ABL Credit Parties all (but not less than all) of the right, title, and interest of the ABL Credit Parties in and to the ABL Obligations and the Priority Revolving Agent (who shall in turn promptly deliver such notice to each Priority Revolving Lender)ABL Documents. A The Purchase Notice once delivered Notice, if given, shall be irrevocable. Each Closing Date Term Loan Lender shall have Upon receipt of such notice, the right to purchase and assume its pro rata share of the Subject Obligations, ABL Agent and the Closing Date Term Loan Lenders exercising Agent shall not Exercise Any Secured Creditor Remedies (or shall discontinue the exercise of such rights may exercise remedies), shall not release its Liens on any Collateral, or consent to any Disposition (as defined in the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance of the Purchase NoticeABL Credit Agreement).

Purchase Notice. The Closing Date Upon the occurrence and during the continuation of an Acceleration Event or the commencement of Enforcement Action by Agent against a material portion of the Collateral, one or more Term Loan Lenders shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), to (x) purchase from the Priority Revolving Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Obligations and Commitments referred Revolver Debt owing to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised them by the exercising Closing Date Term Loan Lenders giving a written notice of an intent to exercise such purchase option (the “Purchase Notice”) to the Borrower, the Administrative Agent and the Priority Revolving Agent (who Agent. The applicable Term Lenders shall in turn promptly deliver such notice to each Priority Revolving Lender)provide Borrower with a copy of any Purchase Notice. A The Purchase Notice once delivered from the applicable Term Lenders to Agent shall be irrevocable. Each Closing Date Term Prior to Agent’s receipt of a Purchase Notice, (a) there shall be no restriction on Agent or Revolving Lenders taking (or refraining from taking) any Enforcement Action with respect to the Collateral or taking (or refraining from taking) any other action or exercising (or refraining from exercising) any other remedy with respect to the Revolving Loan Commitments and the Revolver Debt, and neither Agent nor any Revolving Lender shall have the right to purchase and assume its pro rata share any liability for any of the Subject Obligationsforegoing, and (c) Revolving Lenders shall be free to assign, participate or otherwise transfer or dispose of their interests in the Closing Date Term Loan Lenders exercising such rights may exercise the rights of non-exercising Closing Date Term Loan LendersRevolver Debt, in each case on such to the purchase option provided for in this Section 8.3, without prior notice to, or consent of, any Term Lenders (it being understood that this Section 8.3 is solely a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance right of the Term Lenders to purchase the Revolver Debt if they so choose to deliver a Purchase Notice)Notice in accordance with this Section 8.3, and this Section 8.3 does not constitute a right of first refusal in favor of any Term Lender) and (d) Agent and Revolving Lenders may otherwise act with respect to the Revolving Loan Commitments and the Revolver Debt as if the purchase option in this Section 8.3 did not exist. In no event shall any Revolving Lender be deemed to be holding any Revolver Debt for the benefit of, on account of, or as an agent or fiduciary for any Term Lender.

Purchase Notice. The Closing Date Term Loan Lenders Creditors, acting through the Term Loan Agent as a single group, shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), to (x) purchase from the Priority Revolving Lenders all, Agent all but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments Credit Obligations at any time following any of the following: (i) the acceleration of the Revolving Credit Obligations or termination of the commitments under the Revolving Credit Agreement, (ii) the first commencement of an Enforcement Action by Revolving Agent with respect to a material portion of the Revolving Credit Priority Collateral (or the delivery of any notice (or the requirement to so deliver any such notice) to Term Loan Agent or an Obligor in respect of the same), (iii) the occurrence and continuance of an “Event of Default” under (and as defined in) the Revolving Facility Credit Agreement that remains unwaived for a period of at least sixty (60) days after the expiration of any applicable cure period, (iv) the commencement of any Insolvency Proceeding, (v) the intentional cessation, termination or suspension by Revolving Agent or all Revolver Lenders in their commitment to provide revolving loans to the Borrower for a period of five (5) consecutive Business Days, (vi) the Term Loan Obligations under any Term Loan Credit Agreement shall have been accelerated and a Specified Event of Default exists, (vii) the Term Loan Obligations shall remain unpaid following the “Maturity Date” (as defined in the Term Loan Credit Agreement as in effect on the date hereof), and (viii) the Obligors shall sell, transfer or otherwise dispose of (or the Revolving Agent or the Revolving Lenders shall consent to the same) all or any material portion of the Revolving Credit Priority Collateral with the consent of the Revolving Agent or the Revolving Lenders (other than a sale, transfer or other disposition permitted under the terms of the Revolving Credit Documents and the Term Credit Documents or a private or public sale in connection with any Enforcement Action) including in connection with a Permitted Collateral Sale described in clause (ii) or (iii) of the definition thereof or a Release Event (other than a Release Event in connection with an Insolvency Proceeding). The Term Loan Agent (on behalf of the exercising Term Loan Creditors (the Loans, “Revolving Obligations and Commitments referred to in clauses (x) and (y), the “Subject ObligationsPurchaser”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right ) shall be exercised exercise this option by the exercising Closing Date Term Loan Lenders giving a written notice (the “Term Loan Agent’s Purchase Notice”) of its election to the BorrowerRevolving Agent. The Term Loan Agent’s Purchase Notice, once delivered, shall be irrevocable and shall not be subject to withdrawal or rescission (except to the Administrative extent the Term Loan Agent and asserts within three (3) business days of receipt from the Priority Revolving Agent (who shall in turn promptly deliver such notice to each Priority Revolving Lender). A Purchase Notice once delivered shall be irrevocable. Each Closing Date Term Loan Lender shall have the right to purchase and assume its pro rata share of the Subject Obligations, and the Closing Date Term Loan Lenders exercising such rights may exercise the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance calculation of the Purchase NoticePrice that it has a good faith dispute regarding the amount of the purchase price described below in Section 5.1(c)(iii) or (iv), in which case the Purchase Notice shall be deemed withdrawn and rescinded).

Purchase Notice. The Closing Date Term Loan Lenders shall have (a) If the option but not Purchasing Creditors accept the obligationoffer to purchase the Purchase Obligations, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event (Second Lien Creditors and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), their Affiliates and/or third parties arranged by them desiring to (x) purchase from the Priority Revolving Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility Purchase Obligations (the Loans, Obligations and Commitments referred to in clauses (x) and (y)collectively, the “Subject ObligationsPurchasing Creditors”)) will deliver, including before the obligation to purchase participations in Letters expiration of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Lenders giving Purchase Period, a written notice (the “Purchase Notice”) to each First Lien Representative that (1) is signed by the BorrowerPurchasing Creditors, (2) states that it is a Purchase Notice under this Section 5, (3) states that delivery of such Purchase Notice constitutes an irrevocable election by (A) the Administrative Agent Purchasing Creditors to collectively purchase the Purchase Obligations for the Purchase Price stated in the Purchase Price Statement and (B) each Purchasing Creditor to purchase the Priority Revolving Agent percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors and (who shall in turn promptly deliver such notice to 4) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that is at least 5 but not more than 10 Business Days after each Priority Revolving Lender)First Lien Representative’s receipt of the Purchase Notice. A Purchase Notice once delivered shall will be irrevocable. Each Closing Date Term Loan Lender shall have ineffective if it is received by any First Lien Representative after the right occurrence giving rise to purchase and assume its pro rata share the Purchase Event is waived, cured or otherwise ceases to exist. (b) Upon each First Lien Representative’s receipt of an effective Purchase Notice conforming to this Section 5.2, the Subject ObligationsPurchasing Creditors will be irrevocably obligated to purchase, and the Closing Date Term First Lien Creditors will be irrevocably obligated to sell and assign, the First Lien Obligations in accordance with and subject to this Section 5. If so instructed by the Purchasing Creditors in the Purchase Notice, the First Lien Creditors shall not complete any Enforcement Action (other than Enforcement Actions taken under Exigent Circumstances with the consent of the Designated Second Lien Representative (which consent shall not be unreasonably withheld, conditioned or delayed), the exercise of control over any Loan Lenders exercising such rights may exercise Party’s deposit or securities accounts and the rights collection of non-exercising Closing Date Term Loan Lendersproceeds of accounts and payment intangibles), as long as the purchase and sale of the First Lien Obligations provided for in this Section 5 shall have closed within 10 Business Days of the Purchasing Creditors’ delivery of a Purchase Notice to each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights First Lien Representative and the Designated First Lien Representative shall have been exercised as to all Subject Obligations (received payment in any case, prior to issuance full of the Purchase Notice)Price as provided for in Section 5.3 within such 10 Business Day period.

Purchase Notice. (a) The Closing Date Term Loan Subordinated Lenders shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), desiring to (x) purchase from the Priority Revolving Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility Purchase Obligations (the Loans, Obligations and Commitments referred to in clauses (x"Purchasing Lenders") and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Lenders giving will deliver a written notice (the “"Purchase Notice”") to the BorrowerSenior Agent that (1) is signed by the Purchasing Lenders, (2) states that it is a Purchase Notice under this Section 5, (3) states that each Purchasing Lender is irrevocably electing to purchase, in accordance with this Section 5, the Administrative Agent percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Lender, which percentages must aggregate exactly 100% for all Purchasing Lenders, (4) contains a representation and warranty by each Purchasing Lender that the Priority Revolving Agent Purchase Notice conforms with the Subordinated Loan Documents and any other binding agreement among the Subordinated Lenders, and (who shall in turn promptly deliver such notice to each Priority Revolving Lender)5) designates a purchase date (the "Purchase Date") on which the purchase will occur, that is at least 5 but not more than 10 Business Days after the Senior Agent's receipt of the Purchase Notice. A Purchase Notice once delivered shall will be irrevocable. Each Closing Date Term Loan Lender shall have ineffective if it is received by the right Senior Agent after the occurrence giving rise to purchase and assume its pro rata share the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Senior Agent's receipt of an effective Purchase Notice conforming to this Section 5.2, the Subject ObligationsPurchasing Lenders will be irrevocably obligated to purchase, and the Closing Date Term Loan Senior Lenders exercising such rights may exercise will be irrevocably obligated to sell, the rights of non-exercising Closing Date Term Loan Lenders, Senior Loans in each case on a pro rata basis as among exercising Closing Date Term Loan accordance with and subject to this Section 5. If so instructed by the Subordinated Lenders until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance of the Purchase Notice, the Senior Lenders shall not complete any Enforcement Action (other than (1) the exercise of control over any Credit Party's deposit or securities accounts, (2) the collection of proceeds of accounts and payment intangibles, and (3) Enforcement Actions taken under circumstances that the Senior Agent reasonably believes render necessary or appropriate an Enforcement Action to prevent or mitigate the destruction of, physical harm to, impairment of or decrease in value of the Collateral or the rights and interests of the Senior Lenders therein (including without limitation any loss of priority of the Liens of the Senior Lenders), as long as the purchase and sale of the Senior Loans provided for in this Section 5 shall have closed within 10 Business Days of the Subordinated Lender's delivery of a Purchase Notice to the Senior Lenders and the Senior Lenders shall have received payment in full of the Senior Loans as provided for in Section 5.3 within such 10 Business Day period.

Purchase Notice. TO: LIN TELEVISION CORPORATION THE BANK OF NEW YORK The Closing Date Term Loan Lenders undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from LIN Television Corporation (the "ISSUER") regarding the right of holders to elect to require the Issuer to purchase the Securities and requests and instructs the Issuer to purchase the entire Principal Amount of this Security, or portion thereof (which is $1,000 Principal Amount or an integral multiple thereof) designated below, in accordance with the terms of the Indenture at the price of 100% of the Principal Amount or proportional portion thereof, together with accrued interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding, the Purchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the option but not meanings ascribed to such terms in the obligationIndenture. The Securities shall be purchased by the Issuer as of the applicable Purchase Date pursuant to the terms and conditions specified in the Indenture. This election is made pursuant to Article 15, on one occasion after Purchase at Option of Holders at May 15, 2008, 2013, 2018, 2023 and 2028. Dated: Signature(s): NOTICE: The above signatures of the 10th Business Day following holder(s) hereof must correspond with the occurrence name as written upon the face of a Purchase Option Trigger Event the Security in every particular without alteration or enlargement or any change whatever. Security Certificate Number (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), if applicable): Principal Amount to be purchased (x) purchase from the Priority Revolving Lenders all, but not if less than all): Social Security or Other Taxpayer Identification Number: OPTION OF HOLDER TO ELECT PURCHASE UPON FUNDAMENTAL CHANGE TO: LIN TELEVISION CORPORATION THE BANK OF NEW YORK The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from LIN Television Corporation (the "ISSUER") regarding the right of holders to elect to require the Issuer to purchase the Securities upon a Fundamental Change and requests and instructs the Issuer pursuant to Section 16.01 to purchase the entire Principal Amount of this Security, or portion thereof (which is $1,000 Principal Amount or an integral multiple thereof) designated below, in accordance with the terms of the Revolving Loans and other Obligations arising under Indenture at the Priority Revolving Facility and (y) assume all price of 100% of the Revolving Commitments under the Priority Revolving Facility Principal Amount or proportional portion thereof, together with accrued interest (the Loansincluding Contingent Interest and Liquidated Damages, Obligations and Commitments referred to in clauses (xif any) and (y)to, but excluding, the “Subject Obligations”)Fundamental Change Purchase Date, including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Lenders giving a written notice (the “Purchase Notice”) to the Borrower, the Administrative Agent and the Priority Revolving Agent (who shall in turn promptly deliver such notice to each Priority Revolving Lender)registered holder hereof. A Purchase Notice once delivered shall be irrevocable. Each Closing Date Term Loan Lender Capitalized terms used herein but not defined shall have the right meanings ascribed to purchase and assume its pro rata share such terms in the Indenture. The Securities shall be repurchased by the Issuer as of the Subject Obligations, Fundamental Change Purchase Date pursuant to the terms and conditions specified in the Closing Date Term Loan Lenders exercising such rights may exercise the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance of the Purchase Notice).Indenture. Dated:

Purchase Notice. (a) The Closing Date Term Loan Lenders shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), Purchasers desiring to (x) purchase from the Priority Revolving Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Purchase Obligations and Commitments referred to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Lenders giving will deliver a written notice (the “Purchase Notice”) to the BorrowerABL Agent no later than forty (40) days after the occurrence of a Purchase Event that (1) is signed by the Purchasers, (2) states that it is a Purchase Notice under this Section 5 and in the case of a Purchaser who is a nominee of a Term Loan Creditor, states that such Purchaser agrees to bound to the terms of this Agreement, (3) states that each Purchaser is irrevocably electing to purchase, in accordance with this Section 5, the Administrative Agent percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchaser, which percentages must aggregate exactly 100% for all Purchasers, (4) contains a representation and warranty by each Purchaser that the Priority Revolving Agent Purchase Notice conforms with the Term Loan Documents and any other binding agreement among the Term Loan Creditors and any nominee of such Term Loan Creditors, and (who 5) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that is (x) at least one (1) but not more than five (5) Business Days after the ABL Agent’s receipt of the Purchase Notice, and (y) not more than 45 calendar days after the Purchase Event (unless such 45th day is not a Business Day in which event the period shall in turn promptly deliver such notice be extended to each Priority Revolving Lenderthe next Business Day). A Purchase Notice once delivered shall will be irrevocable. Each Closing Date Term Loan Lender shall have ineffective if it is received by the right ABL Agent after the occurrence giving rise to purchase and assume its pro rata share the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the ABL Agent’s receipt of an effective Purchase Notice conforming to this Section 5.2, the Subject ObligationsPurchasers will be irrevocably obligated to purchase, and the Closing Date Term Loan Lenders exercising such rights may exercise ABL Creditors will be irrevocably obligated to sell, the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to all Subject ABL Obligations (other than the Excess ABL Obligations) in any case, prior accordance with and subject to issuance of this Section 5. If so instructed by the Purchasers in the Purchase Notice, the ABL Creditors shall not complete any Enforcement Action (other than (1) the exercise of control over any Obligor’s deposit or securities accounts, (2) the collection of proceeds of accounts and payment intangibles, and (3) Enforcement Actions taken under circumstances that the ABL Agent reasonably believes necessary or appropriate to prevent or mitigate the destruction of, physical harm to, impairment of or material decrease in value of the Collateral or the rights and interests of the ABL Creditors therein (including without limitation any loss of priority of the Liens of the ABL Creditors)), so long as the purchase and sale of the ABL Obligations provided for in this Section 5 shall have closed within five (5) Business Days of the Purchasers’ delivery of a Purchase Notice to the ABL Creditors and the ABL Creditors shall have received payment in full of the ABL Obligations as provided for in Section 5.3 within such five (5) Business Day period.