Common use of Purchase Option Clause in Contracts

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.322.3 and, in the case of a purchase, Lessee shall have given a corresponding notice under the Other Lease and shall upon the purchase of the Units hereunder concurrently purchase the units under the Other Lease, Lessee shall have the right Lease Agreement (TRLI 2001-1B) and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00Units, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such UnitsTerm, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 90 days and not more than 720 360 days prior to the end of the Basic Term or the any Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided that Lessee Tenant shall have duly given the notice required by option ("Purchase Option") to purchase all or part of the Premises at any time during the Term; provided that Tenant shall be entitled to purchase less than all of the Premises only if the portion being purchased is released from any existing Fee Mortgage and if the portion of the Premises not purchased shall constitute one or more legal lots after closing of the purchase and shall be reasonably viable as a separate property. The purchase price ("Purchase Price") for the portion of the Premises which Tenant elects to purchase shall be (i) the then-existing Funded Amount applicable to the portion of the Premises which Tenant elects to purchase (determined in a pro rata basis on the basis of the area being purchased), as the same may be reduced from time to time, plus (ii) the amount of any prepayment premium and all other fees, costs, and expenses due to any holder of an Authorized Loan in connection with such loan (to the extent not already paid pursuant to Section 22.2 21.21 hereof), less (iii) the amount of the Security Deposit (or, in the event of a purchase of a portion of the Premises, a pro rata portion of the Security Deposit). Tenant shall be entitled to a credit against the Purchase Price equal to the principal balance(s) of any Authorized Loan and/or Fee Mortgage existing immediately prior to the closing under this Purchase Option if such Authorized Loan and/or Fee Mortgage are not fully repaid and by all documents reflecting the next succeeding same are not cancelled and removed from the public records on or prior to the closing under this Purchase Option. If Tenant purchases less than all of the then-existing Premises, then the credit pursuant to the preceding sentence shall be calculated on a pro rata basis, based upon the ratio of this Section 22.3the area of the Premises being purchased compared to the area of the then-existing Premises. In lieu of payment of the Purchase Price, Lessee Tenant shall have the right and, upon (1) to assume the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units UBS Loan or any other mattersAuthorized Loan or (2) to cause Landlord to assign the Authorized Loan to a third party acceptable to the holder of such Authorized Loan (which third party shall expressly assume such obligations in writing), provided that Landlord is released from all obligations under the Authorized Loan. Landlord shall execute any and may specifically disclaim all documents necessary to effect such assumption and assignment upon Tenant's request, provided that Tenant shall reimburse Landlord for all reasonable costs and expenses related thereto. Notwithstanding anything to the contrary herein, the Purchase Price shall not include any such representations interest, fees, late charges or warrantiesany other costs or expenses incurred or charged to Landlord or Tenant by reason of a default by Landlord under Section 20.6 hereof.

Purchase Option. Provided In the event that Lessee a Member or an assignee of a --------------- Member or an assignee thereof (referred to in this Section 26(e) as the "Transferor") violates impermissibly the transfer restrictions set forth in this Agreement, withdraws without the consent of the Managing Members, assigns to one or more creditors, pledges, or otherwise directly or indirectly encumbers or hypothecates, all or any portion of such person's interest in the Company (the affected portion of such Member's interest in the Company is hereinafter referred to in this Section 26(e) as the "Option Interest"), whether such violation, withdrawal, assignment, gift, pledge, encumbrance or hypothecation is voluntary or involuntary, the persons identified as Optionees below shall have duly given the notice required option ("Purchase Option") to acquire all or any portion of the Option Interest, including all or any portion of the Option Interest which has been assigned or gifted to, or pledged or otherwise encumbered or hypothecated for the benefit of, a third party. Any third party who receives an interest in all or any portion of an Option Interest shall receive such interest subject to this Purchase Option. Provided, however, this Section 26(e) shall not apply and there is no Purchase Option created when such interest is (a) encumbered by Section 22.2 and an involuntary lien, (b) hypothecated with the consent of the Executive Committee or (c) hypothecated in connection with a Company loan which has been approved by the next succeeding sentence Executive Committee. The persons possessing the Purchase Option with respect to any impermissible transfer, withdrawal, assignment to one or more creditors, pledge, encumbrance or hypothecation of an interest in the Company shall be all Members whose interests are not (in whole or in part) subject to this Section 22.3, Lessee Purchase Option ("Optionees"). Each such Member shall have the right to purchase his or its Proportionate share of the Option Interest, and any portion of the Option Interest that one or more of such persons does not elect to purchase may be purchased by the other persons wishing to do so on a Proportionate basis (counting, for this purpose, only those persons interested in purchasing an additional portion of the Option Interest), and this process shall be repeated until elections have been received to purchase the entire Option Interest or until there is no further interest in purchasing any further portion of the Option Interest. The Purchase Option may be exercised at any time within sixty (60) days following the date on which each Member receives written notice that such transfer, withdrawal, assignment, pledge, encumbrance or hypothecation has occurred, and the identity of each person holding all or a portion of the Option Interest. Each such Optionee wishing to exercise his or its Purchase Option may do so by providing written notice to the Managing Members (or, if all or a portion of the Managing Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) within sixty (60) days following receipt of the notice referred to in the preceding sentence, which notice to the Managing Members (or, if all or a portion of the Managing Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) shall state that the Purchase Option is being exercised and shall specify the portion of the Option Interest that he or it wishes to acquire pursuant to the Purchase Option. The Managing Members (or all or a portion of the Managing Members' interest is the Option Interest, the Non-Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) shall then take all steps necessary or appropriate to reconcile the notices (so that all interested persons acquire only that portion of the Option Interest to which they are entitled) and, upon once such reconciliation has occurred, shall provide written notice to any or all third parties holding all or a portion of the giving Option Interest specifying that the Purchase Option has been exercised and the portion of the Option Interest held by each such third party that is to be acquired pursuant to exercise of the Purchase Option. Each electing Optionee shall pay to the Managing Members (or, if all or a portion of the Managing Members' interest is the Option Interest, the Non- Managing Member with the largest Percentage Interest of the Non-Managing Members willing to act in the place of the Managing Members pursuant to this Section) who shall then pay as nominee of such notice under this Section 22.3Optionee to the appropriate person or persons, the obligation to purchase all value of the Units at portion of the Option Interest (determined as provided herein) in which such person(s) has (have) an interest. Such amount shall be paid via cash, one or more certified or cashier's checks or a price combination of cash and one or more certified or cashier's checks. In the event that exercise of the Purchase Option, or the purchase of all or any portion of an Option Interest pursuant thereto, is delayed or stayed for any reason pursuant to judicial order or by operation of the United States bankruptcy laws or other applicable insolvency laws, each electing Optionee may elect not to proceed with purchase of all or any portion of the Option Interest or may, within sixty (60) days after the judicial order or the U.S. bankruptcy and/or insolvency laws is (are) no longer applicable, elect to proceed with the contemplated transaction. For purposes of determining the value of an interest in the Company being acquired pursuant to the Purchase Option, the value of the Assets shall first be determined pursuant to Section 11 hereof, and the value of the Transferor's entire interest in the Company shall be equal to the greater of (iamount that the Transferor would have been entitled to receive pursuant to Section 12(c) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration hereof assuming a cash sale of the Basic Term, or, if a Renewal Term is then in effect, at Assets for such value had occurred immediately prior to the end occurrence of such Renewal Term at a price the event which triggered the Purchase Option. The value of each portion of the Option Interest being acquired pursuant to the Purchase Option shall be equal to the Fair Market Sales Value value of the Transferor's entire interest in the Company multiplied by the percentage interest represented by such Unitsinterest being acquired pursuant to the exercise of the Purchase Option less an amount equal to any loss, plus all damage, injury, cost, expense or other amounts due and owing amount (including attorney's fees) suffered by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (Company or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, Members as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms a result of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect impermissible transfer of the Units, Option Interest by the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesTransferor.

Purchase Option. Provided If (1) there occurs any Proceeding of Borrower, (2) a foreclosure action has been commenced in accordance with the terms of this Agreement, or (3) any Event of Default under the Loan is continuing for a period of sixty (60) days and Administrative Agent has delivered to Borrower a written notice declaring that Lessee such Event of Default exists, each of the Note-B Holders shall have duly given the right, by written notice required by Section 22.2 (a “Note-B Holder Purchase Notice”) to Administrative Agent and by each of the next succeeding sentence Note-A Holders, to purchase the A-Note’s interests in the Loan, in whole but not in part, at the Defaulted Loan Purchase Price. Following receipt of this Section 22.3Note-B Holder Purchase Notice, Lessee the Note-A Holders shall sell (and the Note-B Holders shall purchase) the A-Note (free and clear of any participations thereof or liens or other encumbrances thereon), for the Defaulted Loan Purchase Price. The closing of the purchase and sale shall take place on a date (the “Defaulted Note Purchase Date”), not less than five (5) Business Days nor more than ten (10) Business Days after the date of Administrative Agent’s receipt of Note-B Holder Purchase Notice; provided Note-B Holders shall have the right andto deposit a non-refundable (other than if the event giving rise to the Note-B Holder Purchase Notice ceases to exist or Administrative Agent and/or the Note-A Holders breach the terms of this clause (c) and sell the A-Note other than pursuant to the terms of this Agreement) cash deposit with Administrative Agent in an amount equal to 5% of the Defaulted Loan Purchase Price to extend the Defaulted Note Purchase Date an additional ten (10) Business Days (which the Note-B Holders may do up to two times with respect to any Note-B Holder Purchase Notice), provided that the Defaulted Note Purchase Date shall in no event be less than five (5) Business Days prior to any scheduled foreclosure sale or delivery of any deed in lieu of foreclosure with respect to the Property, to the extent such scheduled date is known. In addition, the Note-B Holders’ right to purchase the A-Note shall terminate automatically upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater earlier of (i) Fair Market Sales Value the date such Event of such Units Default is cured, and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal date Newco takes title to the Fair Market Sales Value of such Units, plus all other amounts due Property by foreclosure or deed-in-lieu thereof. All costs and owing by Lessee under expenses related to the Operative Agreements, including, without limitation, Late Payment Interest purchase and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant sale shall be entitled under paid by the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner ParticipantNote-B Holders. The applicable Defaulted Loan Purchase Price shall be calculated by Administrative Agent three (3) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days Business Days prior to the end Defaulted Note Purchase Date and shall, absent manifest error, be binding upon the Note-B Holders. Concurrently with the payment of the Basic Term or Defaulted Loan Purchase Price, the Renewal Term, as Note-A Holders shall execute and deliver assignment documentation that will effect the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment assignment of the purchase priceA-Note and the Loan Documents without recourse, together with all representation or warranty, other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty than as to the absence Note-A Holders’ ownership free and clear of Lessor's Liensall liens. Lessor Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to make any other representation or warranty as to accept a deed-in-lieu of foreclosure without providing the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesNote-B Holders at least thirty (30) days prior written notice thereof.

Purchase Option. Provided that the Lessee shall not have duly given --------------- notice of its intention to exercise the notice required by Section 22.2 and by Remarketing Option, the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon option on any Payment Date after the giving of such notice under this Section 22.3, the obligation to purchase all second anniversary of the Units Start-Up Date (exercisable by giving the Lessor irrevocable written notice (the "Purchase -------- Notice") of the Lessee's election to exercise such option) to (a) purchase all, ------ and not less than all, of the Property on the date specified in such Purchase Notice at a price equal to the greater Lease Balance theretofore accruing or (b) pay the Lessor the Equity Balance and reduce the amount of the Lease Balance by the amount paid. The Lessee shall deliver the Purchase Notice to the Lessor not less than thirty (i30) Fair Market Sales Value days prior to such purchase or payment of the Equity Balance. If the Lessee exercises its option to purchase the Property pursuant to Section 22.1(a) (the "Purchase Option"), the Lessor shall transfer to the --------------- --------------- Lessee or its designee all of the Lessor's right, title and interest in and to the Property as of the date specified in the Purchase Notice upon receipt of the Lease Balance in accordance with Section 25.1. Subject to Section 12.4 and with ------------ ------------ the consent of the Lessor the Lessee may assign the Purchase Option to any Person. The Lessee may designate, in a notice given to the Lessor not less than five (5) Business Days prior to the closing of such Units and purchase (ii) $6,876,188.00, at the expiration time being of the Basic Termessence), or, the transferee or transferees to whom the conveyance shall be made (if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal other than to the Fair Market Sales Value Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, -------- however, that such designation of such Unitsa transferee or transferees shall not cause ------- the Lessee to be released, plus all other amounts due and owing by Lessee fully or partially, from any of its obligations under the Operative Agreementsthis Lease, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or obligation to pay the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in Lessor the Collateral Agency Agreement), Owner Participant shall be entitled under Lease Balance on the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesExpiration Date.

Purchase Option. Provided that Lessee shall (a) If (i) the Controlling Claimholders have duly given directed the notice required by Section 22.2 Controlling Representative to exercise rights and by remedies on behalf of the next succeeding sentence Controlling Claimholders under the applicable Documents, which exercise of this Section 22.3rights and remedies the Non-Controlling Claimholders object to or (ii) the Non-Controlling Representative or Non-Controlling Claimholders have directed the Controlling Representative to exercise rights and remedies on behalf of the Non-Controlling Representative or Non-Controlling Claimholders, Lessee which exercise of rights and remedies the Controlling Claimholders object to, and such impasse between the Controlling Claimholders, on the one hand, and the Non-Controlling Representative and the Non-Controlling Claimholders, on the other hand, continues for a period of ten (10) consecutive Business Days (a “Purchase Event”), then any one or more of the Controlling Claimholders (acting in their individual capacity or through one or more affiliates) shall have the right and(the “Purchase Option”), upon the giving of such notice under this Section 22.3, but not the obligation (each Controlling Claimholder having a ratable right to make the purchase, with each Controlling Claimholder’s right to purchase all being automatically proportionately increased by the amount not purchased by another Controlling Claimholder) within the timeframes provided in Section 5.20(b) below, but not afterwards, to purchase all, but not less than all, of the Units Obligations held by the Non-Controlling Claimholders (the “Purchase Obligations”). Such purchase will (1) include all Obligations held by the Non-Controlling Claimholders outstanding at a price equal the time of purchase, (2) be made pursuant to one or more “assignment and assumption agreements” (each an “Assignment Agreement”) reasonably satisfactory to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00Representatives, at whereby the expiration purchasing Controlling Claimholders will assume all obligations of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and Non-Controlling Claimholders under each of the Other Leases)applicable Documents, and (3) otherwise be subject to the terms and conditions of this Section 5.20. Lessee shall give Lessor written notice not less than 360 days The Non-Controlling Representative and not more than 720 days each Non-Controlling Claimholder will retain all rights to indemnification provided in the relevant Documents for all claims and other amounts relating to facts and circumstances in periods prior to the end purchase of the Basic Term or the Renewal Term, as the case may be, of its election such Obligations pursuant to exercise the purchase option provided for in this Section 22.35.20. Not later than sixty (60) days following the occurrence of a Purchase Event, which the Controlling Representative may deliver written notice to the Non-Controlling Representative that states that it is exercising the Purchase Option, provided that failure by the Controlling Representative to send such notice shall be irrevocable. Payment of not subject the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units Controlling Representative or any other matters, and may specifically disclaim Controlling Claimholder to liability or constitute a default or cause a forfeiture of any rights for failing to give such representations notice or warrantiescreate any claim or right on behalf of any third party.

Purchase Option. Provided that Lessee shall have duly given Without prejudice to the notice required by Section 22.2 and by enforcement of the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3First-Priority Secured Parties’ remedies, the obligation to purchase all First-Priority Secured Parties agree that following (a) the acceleration of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then First-Priority Obligations in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under accordance with the terms of all First-Priority Documents or (b) the Collateral Agency Agreement to receivecommencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second-Priority Secured Parties may request, and does receivethe First-Priority Secured Parties hereby offer the Second-Priority Secured Parties the option, taking into account all Basic Rent payments in respect of the Unitsto purchase all, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice but not less than 360 days and not more than 720 days prior to the end all, of the Basic Term aggregate amount of outstanding First-Priority Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the First-Priority Obligations and including all accrued and unpaid interest and fees and expenses as of the date of closing of such purchase, in accordance with the relevant First-Priority Documents, without warranty or representation or recourse (except for customary representations and warranties required to be made by assigning lenders pursuant to any assignment agreement required under any of the First Lien Documents, Initial Other First-Priority Documents, and Other First-Priority Documents). In connection with such purchase, all issued and undrawn letters of credit constituting First-Priority Obligations shall be cancelled, replaced or cash collateralized in an amount not less than 103% of the face amount thereof by the purchasing Second-Priority Secured Parties, or the Renewal Termpurchasing Second-Priority Secured Parties shall have provided other similar credit support satisfactory to each relevant issuer; provided that at such time as all such letters of credit have been cancelled, expired or been fully drawn, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3and after all applications described above have been made, which notice any excess cash collateral deposited as described above shall be irrevocablereturned to the respective purchasers. Payment If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second-Priority Secured Parties exercise such purchase priceright, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under it shall be exercised pursuant to documentation mutually acceptable to each of the Other Leases) applicable First-Priority Representatives and the applicable Second-Priority Representative. If none of the Second-Priority Secured Parties exercise such right within the time periods set forth above, the First-Priority Secured Parties shall be made at have no further obligations pursuant to this Section 5.09 for such Purchase Event and may take any further actions in their sole discretion in accordance with the place of payment specified in First-Priority Documents and this Agreement. The Borrower and each First-Priority Representative hereby consents to any assignment pursuant to this Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as 5.09 to the absence extent it has a consent or similar approval right under the assignment provisions of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesrelevant First-Priority Documents.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.322.3 and, in the case of a purchase, Lessee shall have given the Lease Agreement (TRLI 2001-1C) corresponding notices under the Other Leases and shall upon the purchase of the Units hereunder concurrently purchase the Other Units under the Other Leases, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00Units, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such UnitsTerm, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 90 days and not more than 720 360 days prior to the end of the Basic Term or the any Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx bill of sale transferring and assigning to Lessee all right, title and xxx interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.0017,019,360, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus plus, in each case, all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under case, as defined in this Lease and under each as defined in the Other Lease described in clause (i) of the Other Leases)definition thereof. Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under case, as defined in this Lease and under each as defined in the Other Lease described in clause (i) of the Other Leases) definition thereof shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right andoption (exercisable by giving Lessor irrevocable written notice (the "Purchase Notice") of Lessee's election, upon to exercise such option not less than ten (10) days prior to the giving date of purchase pursuant to such notice under this Section 22.3, the obligation option) to purchase all one or more of the Units pieces of Equipment on the date specified in such Purchase Notice, which date must occur prior to the date which is six months prior to the Maturity Date, at a price equal to the greater of Termination Value (ithe "Purchase Option Price") Fair Market Sales Value (which the parties do not intend to be a "bargain" purchase price) of such Units and (ii) $6,876,188.00piece of Equipment; provided, at the expiration however, that Lessee shall only have such option with respect to less than all of the Basic Term, or, Equipment if a Renewal Term is then in effect, at no Lease Default or Lease Event of Default shall have occurred and be continuing. If Lessee exercises its option to purchase one or more of the end pieces of such Renewal Term at a price equal Equipment pursuant to this Section 20.1 (the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement"Purchase Option"), Owner Participant Lessor shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning transfer to Lessee or Lessee's designee all of Lessor's right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis piece of Equipment as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make all Rent and other amounts then due and payable under this Lease and any other representation Operative Agreement, in accordance with Section 19.1. Notwithstanding the foregoing, (A) Lessee on not less than three (3) days prior notice may exercise the Purchase Option to purchase one or warranty as to more pieces of Equipment if the condition purchase of such Units Equipment will cure an Event of Default and (B) if a purchase option held by a sublessee or any other matterslicensee of a piece of Equipment has been exercised, and then Lessee may specifically disclaim any exercise the Purchase Option with respect to such representations piece of Equipment even if a Lease Default or warrantiesLease Event of Default has occurred.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of (a) Notwithstanding anything in this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal Agreement to the greater of contrary, on or at any time after (i) Fair Market Sales Value the commencement of such Units and an Insolvency or Liquidation Proceeding or (ii) $6,876,188.00the acceleration of the Priority Lien Obligations, Second Lien Secured Parties and each of their respective designated Affiliates (the “Second Lien Purchasers”) will have the right, at the expiration of the Basic Term, or, if a Renewal Term is then in effectits sole option and election (but will not be obligated), at the end of such Renewal Term at a price equal any time upon prior written notice to the Fair Market Sales Value of such Unitsapplicable Priority Lien Representative, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent to purchase (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under manner set forth in Section 3.06(b) below) from the terms of the Collateral Agency Agreement to receive, and does receive, taking into account Priority Lien Secured Parties either (x) all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice (but not less than 360 days all) Priority Lien Obligations (including unfunded commitments) that are outstanding on the date of such purchase (the “Purchasable Priority Lien Obligations”) or (y) both the Purchasable Priority Lien Obligations and not more than 720 days prior any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase (together with the Purchasable Priority Lien Obligations, the “Purchasable Priority Lien + DIP Obligations”). Promptly following the receipt of such notice, the applicable Priority Lien Representative will deliver to the end Second Lien Purchaser Representative a statement of the Basic Term or respective amounts of Priority Lien Debt, other Priority Lien Obligations and DIP Financing provided by any of the Renewal TermPriority Lien Secured Parties, as if any, then outstanding and the case may be, amount of its election the cash collateral requested by the Priority Lien Agent to exercise the be delivered pursuant to Section 3.06(b)(ii) below. The right to purchase option provided for in this Section 22.33.06 will expire unless, which within 10 Business Days after the receipt by the Second Lien Purchaser Representative of such notice shall be irrevocable. Payment from the applicable Priority Lien Representative, the Second Lien Purchaser Representative delivers to the applicable Priority Lien Representative an irrevocable commitment of the Second Lien Purchasers to purchase priceeither (x) the Purchasable Priority Lien Obligations or (y) the Purchasable Priority Lien + DIP Obligations, together with all other amounts due and owing by Lessee under in either case to otherwise complete such purchase on the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each terms set forth under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties3.06.

Purchase Option. Provided Without prejudice to the enforcement of the Senior Priority Secured Parties' rights and remedies under the Senior Priority Debt Documents, and notwithstanding anything in this Agreement to the contrary, within 30 days following the acceleration of any Senior Priority Obligations, the Junior Priority Representatives, acting on behalf of themselves and the other Junior Priority Secured Parties under the applicable Junior Priority Debt Facility of which it is the Representative, may at the sole expense and effort of the Junior Priority Secured Parties, upon delivery of a Purchase Notice to the Borrower and the Senior Priority Representative, require the applicable Senior Priority Secured Parties to transfer and assign to the Junior Priority Secured Parties on the date specified in such Purchase Notice in accordance with the definition thereof, without warranty or representation or recourse, all (but not less than all) of such Senior Priority Obligations (such transfer and assignment, the "Purchase"); provided that Lessee (v) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction and shall be effected pursuant to an assignment agreement in form reasonably satisfactory to the Senior Priority Representative, (w) the Junior Priority Secured Parties shall have duly given paid to the notice Senior Priority Representative, for the account of the applicable Senior Priority Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees plus all the other Senior Priority Obligations then outstanding (which shall include (i) any acceleration prepayment penalties or premiums, (ii) [reserved], (iii) with respect to Hedging Agreements that constitute Senior Priority Obligations, [●]% of the aggregate amount of such Senior Priority Obligations (giving effect to any netting arrangements) that the applicable Grantor would be required by Section 22.2 and to pay if such Hedging Agreements were terminated at such time, (iv) with respect to Secured Cash Management Agreements, the net aggregate amount then owing to creditors thereunder to the extent constituting Senior Priority Obligations, including all amounts owing to such creditors as a result of the termination (or early termination) thereof, (v) an amount reasonably calculated by the next succeeding sentence Collateral Agent under the Senior Credit Agreement to Cash Collateralize the Letter of Credit Obligations, and (vi) with respect to any contingent or unliquidated Senior Priority Obligations related to claims, causes of action or liabilities that have been threatened or asserted against any Senior Priority Secured Party for which indemnification or reimbursement is required under the Senior Priority Debt Documents, an amount reasonably calculated by such Senior Priority Secured Party to cash collateralize such Senior Priority Obligations), (x) the Junior Priority Secured Parties shall have agreed to indemnify and hold the Senior Priority Representative and the other Senior Priority Secured Parties harmless from and against all loss, cost, damage or expense (including reasonable attorneys' fees and expenses) suffered or incurred by such Persons arising from or in any way relating to the Purchase or, to the extent relating to the Senior Priority Debt Documents, acts or omissions of the Junior Priority Secured Parties after the Purchase, (y) the Designated Junior Priority Representative shall have executed and delivered to the Senior Priority Representative a waiver of all claims arising out of this Section 22.3Agreement and the transactions contemplated hereby as a result of exercising the option to effect the Purchase and (z) each Senior Priority Secured Party is permitted to retain all rights to indemnification provided in the relevant Senior Priority Debt Documents for all claims and other amounts relating to periods prior to such transfer of the Senior Priority Obligations. In order to effectuate the Purchase, Lessee the Senior Priority Representative shall have the right andcalculate, upon the giving written request of such notice under this Section 22.3the Designated Junior Priority Representative from time to time, the obligation amount in cash that would be necessary so to purchase all of the Units at a price equal Senior Priority Obligations (based on information available to it, and shall use commercially reasonable efforts to obtain information not available to it necessary to perform such calculation). Each Grantor agrees hereby to consent to the greater of (i) Fair Market Sales Value of such Units transfer and (ii) $6,876,188.00, at assignment effectuated by the expiration of Purchase and agrees to promptly provide the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together Senior Priority Representative with all other amounts due and owing information in its possession or reasonably available to it as reasonably requested by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, Senior Priority Representative in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim connection with any such representations or warrantiescalculation.

Purchase Option. Provided that Lessee shall have duly given the notice required may elect, by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation delivering to purchase all of the Units Lessor an End-of-Term Notice at a price equal least 90 days prior to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Initial Term, or, if a any Renewal Term is or any optional extension of the Initial Term or any Renewal Term, to purchase any or all Units of Equipment then in effect, at subject to such Lease (other than items of Software that may not be sold by Lessor under the end terms of such Renewal Term at a price any applicable License Agreement) for an amount equal to the Fair Market Sales Value of such UnitsUnits of Equipment as of the end of the Then Applicable Term, plus all other amounts due provided no Lessee Default shall have occurred and owing by be continuing. In the event of such an election, Lessee under shall pay such amount to Lessor, in immediately available funds, on or before the Operative Agreementslast day of the Then Applicable Term. If Lessee shall have so elected to purchase any of the Units of Equipment, includingshall have so paid the applicable purchase price and shall have fulfilled the terms and conditions of this Master Agreement, without limitationthen on the last day of the Then Applicable Term (i) the Lease with respect to such Units of Equipment shall terminate and, Late Payment Interest and any unpaid Rent (so thatexcept as provided in Section 27, after receipt and application Lessee shall be relieved of all of its obligations in favor of Lessor with respect to such paymentsUnits of Equipment, but so long as and (ii) Lessor shall transfer all of its interest in such Units of Equipment to Lessee "AS IS, WHERE IS," without any warranty, express or implied, from Lessor, other than the Policy remains in effect without withdrawal from absence of any Reserve Account (liens or claims by or through Lessor. In the Special Reserves Accountevent Lessor and Lessee are unable to agree on the Fair Market Value of any Units of Equipment, Bolster Repair Account or Transition Expense Account, as such terms are defined in then the Collateral Agency Agreement), Owner Participant Fair Market Value of the Equipment shall be entitled under determined by a panel of three appraisers, one chosen by each party with the terms third chosen by the other two appraisers and all at the shared cost of Lessor and Lessee. Lessor and Lessee shall implement the appraisal process expeditiously in order to complete the purchase on or before the expiration date of the Collateral Agency Agreement Lease. In particular, the appraisers will be instructed to receive, and does receive, taking into account all Basic Rent payments in respect provide a written determination of Fair Market Value within twenty (20) days after the selection of the Unitspanel, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due said selection to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice be accomplished not less than 360 days and not more than 720 seventy-five (75) days prior to the end expiration date of the Basic Term Lease. The purchase price of the Equipment will be determined by taking the average of the two appraisals arithmetically closest or if one appraisal is the Renewal Termarithmetic average of the other two, as then that appraisal shall be determined to be the case may beprice. If the FairMarket Value has not been determined at least fifty-five (55) days prior to the expiration date of the Lease or if it is unacceptable to Lessee, of Lessee reserves the right to revoke or alter its election to exercise purchase at any time at least fifty (50) days prior to the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment expiration date of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesLease.

Purchase Option. Provided that Lessee shall have THIS CERTIFIES THAT, in consideration of $100 duly given the notice required paid by Section 22.2 and by the next succeeding sentence or on behalf of Xxxx Capital Partners, LLC, as registered owner of this Section 22.3, Lessee shall have Unit Purchase Option (the right “Holder” and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due holders of any portion of this Unit Purchase Option as the context herein requires, the “Holders”), to Lucid, Inc., a New York corporation (the “Company”), the Holder is entitled, at any time or from time to time after the closing of the Offering (as defined below) and owing by Lessee under during the Operative Agreements period commencing (includingthe “Commencement Date”) on December 27, without limitation2012 (the one year anniversary of the Effective Date (defined below)), all then unpaid Policy Provider Amounts andand expiring at or before 5:00 p.m., without duplicationNew York City local time, all then unpaid Policy Provider Reimbursement Costson December 27, 2016 (the five year anniversary of the Effective Date (defined below)) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in each under this Lease whole or in part, up to Fifteen Thousand Two Hundred and under each Sixty Eight (15,268) units (the “Units”) of the Other LeasesCompany. Each Unit consists of (i) shall be made at one share of Common Stock, $0.01 par value (“Common Stock”) and (ii) one warrant (the place “Warrant(s)”) to purchase one share of payment specified in Section 3.5 hereof in immediately available funds against delivery Common Stock. The Warrants expire five years from the effective date (the “Effective Date”) of a xxxx of the registration statement (the “Registration Statement”) pursuant to which Units are offered for sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence public (the “Offering”). Each Warrant is on the same terms and conditions as the warrants underlying the Units being registered for sale to the public by way of Lessor's Liens. Lessor the Registration Statement, except that the Warrants to be issued hereunder shall also contain a cashless exercise provision and shall not be required to make any other representation or warranty as subject to the condition redemption provisions. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire on the next succeeding day that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $5.04 per Unit (the “Exercise Price”). The number of such Units or any other matters, purchasable hereunder and may specifically disclaim any such representations or warrantiesthe Exercise Price are subject to adjustment as provided in this Purchase Option.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of (a) Notwithstanding anything in this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal Agreement to the greater of contrary, on or at any time after (i) Fair Market Sales Value the commencement of such Units and an Insolvency or Liquidation Proceeding or (ii) $6,876,188.00the acceleration of the Priority Lien Obligations, each of the holders of the Second Lien Debt and each of their respective designated Affiliates (the “Second Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon prior written notice to the expiration Priority Lien Agent, to purchase from the Priority Lien Secured Parties (A) all (but not less than all) Priority Lien Obligations, including the assumption of all unfunded commitments, other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (B) if applicable, Obligations (including principal, unpaid interest, fees, reasonable attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for payment has been made at or prior to such time) provided by any of the Basic Term, or, if Priority Lien Secured Parties in connection with a Renewal Term is then in effect, at DIP Financing that are outstanding on the end date of such Renewal Term at a price equal purchase. Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms Second Lien Trustee a statement of the Collateral Agency Agreement to receiveamount of Priority Lien Debt, other Priority Lien Obligations (other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) and does receiveDIP Financing (including unpaid interest, taking into account all Basic Rent payments fees, expenses and other obligations in respect of the Units, the sum such DIP Financing) provided by any of the Accumulated Equity Deficiency Amount Priority Lien Secured Parties, if any, then outstanding and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each the amount of the Other Leases)cash collateral requested by the Priority Lien Agent to be delivered pursuant to Section 3.06(b)(ii) below. Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior The right to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.this

Purchase Option. Provided that Lessee So long as (i) no Default or Event of Default has occurred and (ii) this Lease shall not have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3been earlier terminated, Lessee shall have the right and, upon the giving of such notice under this Section 22.3terms and conditions set forth below, the obligation to purchase all but not less than all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the Equipment upon expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at for a price equal to the Fair Market Sales Value of such Units, for the Equipment (plus all other amounts due Taxes (including all sales and owing by use Taxes) payable in connection with such purchase) provided that Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give gives Lessor written notice of Lessee’s intent to exercise such right not less than 360 one hundred eighty (180) days and not more than 720 two hundred seventy (270) days prior to the end of the Basic Term. Failure to provide notice within such period shall terminate any right of Lessee to purchase the Equipment pursuant to this Section. “Fair Market Value shall mean (A) the amount agreed upon between Lessor and Lessee not less than ninety (90) days prior to the end of the Term or (B) if not so agreed, shall be determined not later than the end of the Term by an independent appraiser upon whom Lessor and Lessee may mutually agree, or, failing such agreement, the average appraised value of three independent appraisers, one of whom shall be selected by Lessor, the second by Lessee and the third by the first two so selected which determination shall be binding upon Lessee and Lessor. In determining the Fair Market Value, each such appraiser shall determine the value which would be obtained in an arm’s length transaction between an informed and willing buyer-user and an Informed and willing seller under no compulsion to sell such Equipment, assuming the Equipment to be in the condition required to be maintained and returned pursuant to the Lease. In such determination of Fair Market Value, (w) the costs of removal of the Equipment from its present location shall not be a deduction from such value, (x) if the Equipment is installed, the value shall be determined on an Installed basis, (y) such purchase shall be on an “as-is, where-is” basis and without warranty or representations, except that Lessor shall warrant that the Equipment is free, clear or unencumbered of all Liens arising by, through or under Lessor except for such Liens that Lessee is required to remove pursuant to the terms of the Lease and (z) the purchase price shall be payable in cash. The fees and expenses of all such appraisers shall be paid by Lessee. If Lessee exercises its right to purchase the Equipment in accordance with the terms hereof, upon payment of the purchase price and all other amounts then due and payable under this Lease, Lessor will deliver to Lessee a bxxx of sale transferring title to the Equipment to Lessee on an “as-is, where-is” basis without representation or warranty of any kind except that Lessor shall warrant that the Equipment is free, clear and unencumbered of all Liens arising by, through or under Lessor except for such Liens that Lessee is required to remove pursuant to the terms of the Lease. If Lessee and Lessor are unable to agree upon the Fair Market Value of the Equipment prior to the date ninety (90) days prior to the end of the Base Lease Term or applicable Renewal Term, notwithstanding any election to purchase the Equipment, subject to Section 2 of the Master Lease, by delivery of written notice not less than the date ninety (90) days prior to the end of the Base Lease Term or the applicable Renewal Term, as the case Lessee may be, of either (I) terminate its election to exercise purchase the purchase option provided for Equipment by delivering written notice of its irrevocable election to return the Equipment or (Il) irrevocably elect to determine the Fair Market Value in this Section 22.3, which accordance with clause (2) of the definition thereof. Failure to provide such notice shall be irrevocable. Payment constitute an election by Lessee to seek a negotiated determination of the purchase price, together with all other amounts due Fair Market Value but shall not impose any additional obligation on Lessor. If Lessor and owing by Lessee under are unable to agree upon the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each Fair Market Value of the Other Leases) shall be made at Equipment prior to the place end of payment specified in the Base Lease Term of the applicable Renewal Term, notwithstanding any election to purchase the Equipment, subject to Section 3.5 hereof in immediately available funds against 2 of the Master Lease, by delivery of a xxxx written notice not later than the end of sale transferring and assigning the Base Lease Term or the applicable Renewal Term, Lessee may either (I) terminate its election to Lessee all right, title and interest purchase the Equipment by delivering written notice of Lessor its irrevocable election to return the Equipment or (II) irrevocably elect to determine the Fair Market Value in and to such Units on an "as-is" "where-is" basis and containing a warranty as to accordance with clause (2) of the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesdefinition thereof.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 (a) If (i) no Event of Default, and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon no event which with the giving of such notice under this Section 22.3or lapse of time, the obligation or both, would constitute an Event of Default, has occurred and then remains unremedied to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units Lessor's satisfaction, and (ii) $6,876,188.00this Lease shall not have been earlier terminated, Lessee shall be entitled, at its option, upon written notice to Lessor, as hereinafter provided, to purchase all, but not less than all, items of the Equipment then subject to a Rental Schedule, at the expiration of the Basic Primary Term for such items of the Equipment or, as the case may be, at the expiration of the Primary Term for such items of the Equipment, for an amount (the "Purchase Amount"), with respect to each such item of the Equipment, payable in immediately available funds, equal to the Fair Market Value thereof determined as provided by the definition of Fair Market Value at the expiration of the Primary Term and the definition of Fair Market Value at any expiration of the Lease Term other than the expiration of the Primary Term. In addition, the Purchase Amount shall include any applicable sales, excise or other taxes imposed as a result of such sale (other than net income taxes attributable to such sale). Lessor's sale of any item of the Equipment shall be on an "as-is," "where-is" basis, without any representation or warranty by or recourse to Lessor, as provided by the provisions of this Master Lease on disclaimer of warranties, and shall be subject to such additional terms and conditions as may be specified in the Rental Schedule. If Lessee intends to exercise said purchase option, Lessee shall give written notice to Lessor to such effect at least 180 days prior to the earliest expiration of the Primary Term of the item(s) of the Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise its purchase option, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 least 180 days prior to the end earliest expiration of the Basic then current Renewal Term or of the Renewal Term, as item(s) of the case may be, of its election Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise the its purchase option provided for in this Section 22.3option. If Lessee fails to give such written notice to Lessor as aforesaid, which notice it shall be irrevocableconclusively presumed that Lessee has elected not to exercise such purchase option. Payment of the purchase priceIf Lessee gives such written notice, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring obligated to buy, and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required obligated to make any other representation or warranty as to sell, such Equipment on the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesterms herein provided.

Purchase Option. Provided (a) Notwithstanding anything in this Agreement to the contrary, on or at any time after (i) the commencement of an Insolvency or Liquidation Proceeding, (ii) the acceleration of the Priority Lien Obligations, (iii) the exercise or undertaking of any rights of set-off in respect of any Collateral by any Priority Lien Secured Parties under any Priority Lien Document, (iv) the sixtieth (60th) day after any event of default based on non-payment of principal under any Priority Lien Document that Lessee shall have duly given the notice required by Section 22.2 and has not been waived by the next succeeding sentence applicable Priority Lien Secured Parties or (v) the delivery of any Section 363 Notice or the occurrence of any Section 363 Event, each of the holders of the Junior Lien Debt and each of their respective designated Affiliates (the “Junior Lien Purchasers”) will have the several right, at their respective sole option, election and expense (but will not be obligated), within sixty (60) days following any such event set forth in clauses (i) through (v) above and upon prior written notice (the “Purchase Notice”) to the Priority Lien Agent, to purchase from the Priority Lien Secured Parties (A) all (but not less than all) Priority Lien Obligations (including unfunded commitments) and (B) if applicable, all loans and letters of credit (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the Junior Lien Representative a statement of the amount of Priority Lien Debt, other Priority Lien Obligations (including unfunded commitments) and DIP Financing (including letters of credit, interest, fees, expenses and other obligations in respect of such DIP Financing) provided by any of the Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested to be delivered pursuant to Section 3.06(b)(ii) below. The right to purchase provided for in this Section 22.33.06 will expire unless, Lessee shall have within 10 Business Days after the right and, upon receipt by the giving Junior Lien Representative of such notice from the Priority Lien Agent, the Junior Lien Representative delivers to the Priority Lien Agent an irrevocable commitment of the Junior Lien Purchasers to purchase (A) all (but not less than all) of the Priority Lien Obligations (including unfunded commitments) and (B) if applicable, all loans and letters of credit (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such purchase on the terms set forth under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of 3.06. Any such Purchase Notice shall (i) Fair Market Sales Value of such Units and designate a purchase date, (ii) $6,876,188.00, at set forth the expiration identities (including legal names) of each of the Basic TermJunior Lien Purchasers together with their respective percentages of the Priority Lien Obligations, orunfunded commitments, and, if applicable, DIP Financing obligations, to be purchased by such Persons, (iii) identify a Renewal Term is then in effect, at replacement or successor Priority Lien Agent that the end of such Renewal Term at a price equal Priority Lien Secured Parties (after giving effect to the Fair Market Sales Value of purchase) appoint pursuant to the Priority Lien Collateral Trust Agreement, and (iv) state that such Units, plus all other amounts due and owing by Lessee under notice is deemed to be an irrevocable offer to the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all Priority Lien Secured Parties to purchase such payments, but so long as Priority Lien Obligations on the Policy remains terms set forth in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency this Agreement), Owner Participant . The Priority Lien Secured Parties shall be entitled under to rely in all respects upon the terms information set forth in the Purchase Notice, including the identities (and legal names) of the Collateral Agency Agreement to receiveJunior Lien Purchasers, and does receive, taking into account shall otherwise be entitled to deal exclusively with the Junior Lien Representative in connection with all Basic Rent payments in respect aspects of the Units, the sum exercise of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties3.06.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 Housatonic and by the next succeeding sentence of this Section 22.3, Lessee its Affiliates shall have the right andexclusive right, upon exercisable by delivery of written notice (the giving of such notice under this Section 22.3"Boatracs Notice"), to the obligation Company (with a copy to Lexington) during the period from August 2, 2002 through June 1, 2003 to purchase all the assets of the Units Company's Boatracs division as specified on Exhibit F hereof (the "Boatracs Assets") at a purchase price equal to the greater twelve month trailing (a) net income less (b) the sum of (i) Fair Market Sales Value any agreed upon additional payments to Xxxxxxxx Xxxxxxxxxxxx in connection with the agreement contemplated by Section 4.1(n) of such Units the Series C Stock Purchase Agreement (that has not already been taken into account in the computation of net income) not to exceed $250,000 and (ii) $6,876,188.00interest income; plus (c) the sum of (i) income tax provision, at (ii) interest expense, (iii) amortization expense and (iv) depreciation expense as set forth in the expiration Company's statement of operations and statement of cash flows attributable to the Boatracs division, in conformity with accounting principals generally accepted in the United States of America and consistent with prior accounting practices of the Basic TermCompany calculated as of the date of the Boatracs Notice multiplied by five (5.0) (the "Boatracs Purchase Price"). The parties hereto acknowledge and agree that the Boatracs Purchase Price is a reasonable approximation of the value of the Boatracs Assets. In the event that Housatonic exercises its option to purchase the Boatracs Assets hereunder, or, if a Renewal Term is Housatonic may tender the Series C Preferred Stock then held by Housatonic toward the purchase price therefor; such shares shall be valued at their original purchase price plus accrued but unpaid dividends thereon. The Company covenants that it will use its best efforts to assist in effect, at the end of obtaining any approvals that may be necessary or appropriate in connection with such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, sale including, without limitation, Late Payment Interest obtaining any regulatory approvals under applicable laws and regulations, assignments or delegation of any unpaid Rent (so thatthird party agreements in connection therewith, after receipt and/or any board and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (shareholder approvals that may be necessary or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesadvisable.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 (a) If (i) no Event of Default, and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon no event which with the giving of such notice under this Section 22.3or lapse of time, the obligation or both, would constitute an Event of Default, has occurred and then remains unremedied to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units Lessor's satisfaction, and (ii) $6,876,188.00this Lease shall not have been earlier terminated, Lessee shall be entitled, at its option, upon written notice to Lessor, as hereinafter provided, to purchase all, but not less than all, items of the Equipment then subject to a Rental Schedule, at the expiration of the Basic TermPrimary Term for such items of the Equipment or, as the case may be, at the expiration of any Renewal Term for such items of the Equipment, for an amount, with respect to each such item of the Equipment, payable in immediately available funds, equal to the Fair Market Value thereof as determined by an Appraisal, plus any applicable sales, excise or other taxes imposed as a result of such sale (other than net income taxes attributable to such sale). Lessor's sale of any item of the Equipment shall be on an "as-is", "where-is" basis, without any representation or warranty by or recourse to Lessor, as provided by the provisions of this Master Lease on disclaimer of warranties, and shall be subject to such additional terms and conditions as may be specified in the Rental Schedule. If Lessee intends to exercise said purchase option, Lessee shall give written notice to Lessor to such effect at least 90 days prior to the earliest expiration of the Primary Term of the item(s) of the Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise its purchase option, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 least 90 days prior to the end earliest expiration of the Basic then current Renewal Term or of the Renewal Term, as item(s) of the case may be, of its election Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise the its purchase option provided for in this Section 22.3option. If Lessee fails to give such written notice to Lessor as aforesaid, which notice it shall be irrevocableconclusively presumed that Lessee has elected not to exercise such purchase option. Payment of the purchase priceIf Lessee gives such written notice, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring obligated to buy, and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required obligated to make any other representation or warranty as to sell, such Equipment on the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesterms herein provided.

Purchase Option. Provided (a) The First Lien Representative, on behalf of itself and the holders of First Lien Obligations, agrees that Lessee shall if (i) an Event of Default (as defined in the First Lien Credit Agreement) under the First Lien Documents has occurred and is continuing and as a result of such Event of Default under the First Lien Documents (A) the First Lien Obligations have duly given been accelerated or (B) the notice required Majority Lenders are pursuing remedies of foreclosure against a material portion of the Collateral, (ii) an Insolvency or Liquidation Proceeding is commenced by Section 22.2 and by or against the next succeeding sentence Borrower or any other Obligor, or (iii) a Standstill Period is in effect (any of this Section 22.3such events, Lessee a “Trigger Event”), the Second Lien Claimholders shall have the right and, upon the giving of such notice under this Section 22.3, the obligation and option to purchase the aggregate amount of outstanding First Lien Obligations (including unfunded commitments) at a price of not less than par, plus all accrued and unpaid interest and fees, together with cash collateral for all outstanding letters of credit in an amount equal to 105% of the Units undrawn and available amount of all letters of credit outstanding under the First Lien Documents and a payment for all then outstanding Eligible Hedge Contracts at a price equal to the greater sum of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments amounts then due in respect of such Eligible Hedge Contracts plus or minus a net amount quoted by the UnitsFirst Lien Claimholder party to such Eligible Hedge Contract that would be paid to assign or novate each such Eligible Hedge Contract in the ordinary course of its business. Such sale shall be without warranty or representation or recourse other than as provided in standard LSTA documentation for par trades. To exercise the option following a Trigger Event, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee Second Lien Representative shall give Lessor deliver a written notice not less than 360 days and not more than 720 days prior to the end of First Lien Representative and the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3First Lien Lenders, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on deemed an "as-is" "where-is" basis and containing a warranty as irrevocable offer to the absence of Lessor's Liens. Lessor shall not be required First Lien Claimholders to make any other representation or warranty as to purchase the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesFirst Lien Obligations on the terms set forth in this Section (the “Purchase Notice”).

Purchase Option. Provided that Lessee this Lease has not been ---------------- terminated and that no Default or Event of Default shall have duly given occurred and be continuing, on the notice required by Section 22.2 and by last day of the next succeeding sentence of this Section 22.3Basic Term, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation option to purchase all of (but not less than all) the Units at Aircraft for a price equal to (the greater of (i"Purchase -------- Option Price") Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by as determined in Section -------------- ------- 8(c)hereof. If Lessee under wishes to purchase the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as Aircraft on the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms last day of the Collateral Agency Agreement ---------- Basic Term, it shall deliver to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election intent to exercise purchase the Aircraft (such purchase option provided for in this Section 22.3, which notice shall to be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" ", "where-is" basis and containing a "with all faults" basis, without any warranty as whatsoever except with respect to title and freedom from Lessor Liens) not less than ninety (90) days, nor more than three hundred sixty (360) days prior to the absence last day of Lessor's Liensthe Basic Term. If Lessee elects to purchase the Aircraft, Lessee shall deliver to Lessor the Purchase Option Price, in cash (plus applicable Taxes and other sums due under the Lease), on or before the last day of the Basic Term. Upon receipt of the Purchase Option Price, Lessor shall not be required deliver to make any other Lessee a bill of sale transferring xxxxe to the Aircraft from Lessor to Lessee without representation or warranty (as contemplated above) other than a warranty that since the Acceptance Date, Lessor has not assigned, sold or transfer-red in whole or in part its title to the condition of such Units or any other mattersAircraft, and may specifically disclaim any that such representations or warrantiestitle is free and clear of all Lessor Liens. If Lessee fails to deliver the Purchase Option Price to Lessor on the last day of the Basic Term, Lessee shall be deemed to have waived its right to exercise this purchase option.

Purchase Option. Provided that Lessee If no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would become such an Event of Default) shall have duly given occurred and be continuing, and the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3Lease shall not have been earlier terminated, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation option to purchase all (the "PURCHASE OPTION") all, but not less than all, of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, Equipment at the expiration of the Basic Lease Term for an amount, payable in immediately available funds on the last day of the Lease Term, orequal to: (a) all Rental Payments, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all late charges and other amounts due and owing by Lessee under the Operative AgreementsLease; plus (b) all taxes, includingassessments and other charges due or payable in connection with the sale of the Equipment to Lessee; plus (c) the Purchase Option Price (hereinafter defined). Provided that Lessor shall have received all amounts payable hereunder on the last day of the Lease Term, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt that no Event of Default then exists and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled is continuing under the terms of the Collateral Agency Agreement to receiveLease, and does receive, taking into account Lessor shall convey all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units the Equipment to Lessee on the last day of the Lease Term, on an "asAS-isIS," "whereWHERE-isIS" basis BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and containing a warranty as without recourse to Lessor, except that the Equipment shall be free and clear of all liens created by Lessor. If Lessee intends to exercise the Purchase Option, Lessee shall give irrevocable written notice to Lessor (the "OPTION NOTICE") not more than 240 days, nor less than 180 days, prior to the absence expiration of the Lease Term. If Lessee fails to give such written notice to Lessor's Liens. Lessor , it shall be conclusively presumed that Lessee has elected not be required to make any other representation or warranty as to exercise the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesPurchase Option.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall will have the right andright, at its option and upon ten (10) months prior written notice (which notice shall be irrevocable) to Lessor prior to expiration of the giving of such notice under this Section 22.3Lease Term, the obligation to purchase all (but not less than all) of the Units Sites then subject to the Lease Supplements at a price equal to the greater of Purchase Option Exercise Amount (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00the "Purchase Option"). If Lessee shall have elected to purchase the Sites, at the expiration Lessor shall, upon discharge of the Basic TermLien of the Mortgages pursuant to the provisions thereof, orand the payment in full of an amount sufficient to retire the Notes and pay in full the Equity Amount, and the payment of all accrued but unpaid Rent and breakage fees, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Unitsany, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all Supplemental Rent), fees and expenses then unpaid Policy Provider Amounts anddue and payable, without duplication, transfer by quitclaim deed (or quitclaim ground lease assignment) all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all Lessor's right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a the Sites to Lessee or its designee, without recourse or warranty (except as to the absence of Lessor Liens), and re-assign to Lessee, as Construction Agent, any Construction Documents previously assigned by Lessee, as Construction Agent, to Lessor's Liens, against payment by Lessee of the Purchase Option Exercise Amount in immediately available funds. Lessor Lessee, at its option, may assign its right to exercise the Purchase Option by written notice thereof to Agent and Lessor; provided that (i) Lessee shall not be required to make bound by any other representation or warranty as exercise of the Purchase Option by the assignee, (ii) such assignee shall be bound by the provisions of this Article VI applicable to the condition of such Units or any other mattersPurchase Option, and may specifically disclaim any (iii) no such representations or warrantiesassignment shall release Lessee from its obligations under this Article VI and, without limitation, Lessee shall remain primarily liable to Lessor for the payment of all amounts due under this Article VI in respect of the Purchase Option.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.0017,019,360, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus plus, in each case, all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under case, as defined in this Lease and under each as defined in the Other Lease described in clause (i) of the Other Leases)definition thereof. Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under case, as defined in this Lease and under each of as defined in the Other Leases) shall be made at the place of payment specified Lease described in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.clause

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of (a) Notwithstanding anything in this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal Agreement to the greater of contrary, on or at any time after (i) Fair Market Sales Value the commencement of such Units and an Insolvency or Liquidation Proceeding, (ii) $6,876,188.00, at the expiration acceleration of the Basic TermPriority Lien Obligations, or(iii) the exercise or undertaking of any enforcement action, if a Renewal Term is then in effector rights of set-off, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of any Collateral by any Priority Lien Secured Parties under any Priority Lien Document, (iv) the Unitsoccurrence of any payment event of default under any Priority Lien Document, (v) the sum delivery of any Priority Lien Release Notice or any failure of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and Priority Lien Agent to deliver any other amounts then due to Owner Participantrequired Priority Lien Release Notice in accordance with this Agreement, (vi) and all then unpaid Policy Provider Amounts andthe proposal of any DIP Financing or (vii) the delivery of any Section 363 Notice or the occurrence of any Section 363 Event, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leasesholders of the Second Lien Debt and each of their respective Affiliates or designees (such holders and their respective Affiliates that make such election, the “Second Lien Purchasers”) will have the several right, at their respective sole option and election (but will not be obligated). Lessee shall give Lessor , at any time upon prior written notice from (or on behalf of) the Second Lien Purchasers to the Priority Lien Agent, to purchase from the Priority Lien Secured Parties (it being understood and agreed that if Fairfax shall have exercised such right at any time it shall have preference over any such right of any other Second Lien Purchasers) (A) all (but not less than 360 days all) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and not more than 720 days prior (B) if applicable, all loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the end Second Lien Representatives a statement of the Basic Term or amount of Priority Lien Debt, other Priority Lien Obligations (other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) and DIP Financing (including interest, fees, expenses and other obligations in respect of such DIP Financing) provided by any of the Renewal TermPriority Lien Secured Parties, as if any, then outstanding and the case may be, amount of its election the cash collateral requested by the Priority Lien Agent to exercise the be delivered pursuant to Section 3.06(b)(ii) below. The right to purchase option provided for in this Section 22.33.06 will expire unless, which within 10 Business Days after the receipt by the Second Lien Representatives of such notice shall be irrevocable. Payment from the Priority Lien Agent, any Second Lien Representative delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase price, together with (A) all (but not less than all) of the Priority Lien Obligations (including unfunded commitments) other amounts due than any Priority Lien Obligations constituting Excess Priority Lien Obligations and owing by Lessee under the Operative Agreements (including, without limitationB) if applicable, all then unpaid Policy Provider Amounts andloans (and related obligations, without duplicationincluding interest, all then unpaid Policy Provider Reimbursement Costs, fees and expenses) provided by any of the Priority Lien Secured Parties in each connection with a DIP Financing and to otherwise complete such purchase on the terms set forth under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties3.06.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right andoption (exercisable by --------------- giving Lessor irrevocable written notice (the "Purchase Notice") of Lessee's --------------- election, upon which election shall be irrevocable if not terminated by Lessee at least ten (10) days prior to the giving date specified in such Purchase Notice, to exercise such option not less than ten (10) days prior to the date of purchase pursuant to such notice under this Section 22.3, the obligation option) to purchase all of the Units Property on the date specified in such Purchase Notice, which closing date must occur prior to the date which is twelve (12) months prior to the Maturity Date, at a price equal to the greater Termination Value (the "Purchase Option Price") (which the parties do not intend to be a --------------------- "bargain" purchase price). If Lessee exercises its option to purchase the Properties pursuant to this Section 20.1 (the "Purchase Option"), Lessor shall --------------- quitclaim to Lessee or Lessee's designee all of (i) Fair Market Sales Value of such Units Lessor's leasehold and (ii) $6,876,188.00, at fee interest in and to the expiration Property as of the Basic Termdate specified in the Purchase Notice upon receipt of the Purchase Option Price and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement, orin accordance with Section 19.1. Lessee may designate, in the Purchase Notice, the transferee or transferees to whom the conveyance shall be made (if a Renewal Term is then other than to Lessee), in effect, at the end of which case such Renewal Term at a price equal conveyance shall (subject to the Fair Market Sales Value terms and conditions set forth herein) be made to such designee; provided, however, that such designation of such Unitsa transferee or transferees shall not cause Lessee to be released, plus all other amounts due and owing by Lessee fully or partially, from any of its obligations under the Operative Agreementsthis Lease, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or obligation to pay to Lessor the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined Purchase Option Price on the date specified in the Collateral Agency Agreement), Owner Participant Purchase Notice. The Lessee shall be entitled under have the terms right to elect by written notice to the Lessor and the Lender to have all or part of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect Purchase Option Price paid by liquidation of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesCollateral.

Purchase Option. Provided that Without limitation of any other obligation Lessee may have to purchase the Property under the terms of this Lease, unless Lessee shall have duly given notice of its intention to exercise the notice required by Section 22.2 Remarketing Option and by Lessor shall have entered into a binding contract to sell the next succeeding sentence of this Section 22.3Property to a third party in accordance with such Remarketing Option, Lessee shall have the right andoption (exercisable by giving Lessor irrevocable written notice (the "Purchase Notice") of Lessee's election to exercise such option) to purchase, upon the giving of such notice under this Section 22.3or to designate a third party to purchase, the obligation to Property on the date specified in such Purchase Notice. The purchase all of the Units at a price shall be equal to the greater of (i) Fair Market Sales Asset Termination Value of such Units and (ii) $6,876,188.00, at on the expiration date of the Basic Term, or, if a Renewal Term is then in effect, at conveyance (the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined "Purchase Option Price"). The date specified in the Collateral Agency AgreementPurchase Notice for the purchase of the Property shall not be less than thirty (30) days following the delivery of the Purchase Notice to Lessor and in any event not later than the Expiration Date. If Lessee exercises its option to purchase the Property pursuant to this Section 20.1 (the "Purchase Option"), Owner Participant Lessor shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning transfer to Lessee all of Lessor's right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing the Property as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price, in accordance with Section 19.l(a). Lessee may designate a warranty as third party to purchase the Property under the Purchase Option without assigning all of Lessee’s rights hereunder to the absence third party under Section 25.1 hereof and without the consent of Lessor's Liens. Lessor shall ; provided, however, that notwithstanding any such designation, only Lessee (not the third party) will be required entitled to make any other representation or warranty as to enforce the condition of such Units or any other mattersPurchase Option against Lessor, and may specifically disclaim Lessee shall remain primarily liable for the payment and performance required of any such representations or warrantiesthird party in connection with the exercise of the Purchase Option.

Purchase Option. Provided that the Lessee shall not have duly given notice of its intention to exercise the notice required by Section 22.2 and by Remarketing Option, the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon option (exercisable by giving the giving Lessor irrevocable written notice (the "PURCHASE NOTICE") of the Lessee's election to exercise such notice under this Section 22.3, the obligation option) to purchase all of the Units Leased Assets on any Scheduled Payment Date specified in such Purchase Notice at a price equal to the greater Lease Balance for such Leased Assets (the "PURCHASE OPTION PRICE"). The Lessee shall deliver the Purchase Notice to the Lessor not less than thirty (30) days prior to such purchase. If the Lessee exercises its option to purchase the Leased Assets pursuant to this SECTION 22.1 (the "PURCHASE OPTION"), the Lessor shall transfer to the Lessee or its designee all of the Lessor's right, title and interest in and to the Leased Assets as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price in accordance with SECTION 25.1. The Lessee may designate, in a notice given to the Lessor not less than ten (i10) Fair Market Sales Value Business Days prior to the closing of such Units and purchase (ii) $6,876,188.00, at the expiration time being of the Basic Termessence), or, the transferee or transferees to whom the conveyance shall be made (if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal other than to the Fair Market Sales Value Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; PROVIDED, HOWEVER, that such designation of such Unitsa transferee or transferees shall not cause the Lessee to be released, plus all other amounts due and owing by Lessee fully or partially, from any of its obligations under the Operative Agreementsthis Lease, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or obligation to pay the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in Lessor the Collateral Agency Agreement), Owner Participant shall be entitled under Purchase Option Price on the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesExpiration Date.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 (a) If (i) no Event of Default, and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon no event which with the giving of such notice under this Section 22.3or lapse of time, the obligation to purchase all or both, would constitute an Event of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units Default, has occurred and then remains un remedied and (ii) $6,876,188.00this Lease shall not have been earlier terminated, Lessee shall be entitled, at its option, upon written notice to Lessor, as hereinafter provided, to purchase all, but not less than all, items of the Equipment then subject to a Rental Schedule, at the expiration of the Basic TermPrimary Term for such items of the Equipment or, as the case may be, at the expiration of any Renewal Term for such items of the Equipment, for an amount, with respect to each such item of the Equipment, payable in immediately available funds, equal to 15% of the Acquisition Cost, plus any applicable sales, excise or other taxes imposed as a result of such sale (other than net income taxes attributable to such sale). Lessor's sale of any item of the Equipment shall be on an "as-is", "where-is" basis, without any representation or warranty by or recourse to Lessor, as provided by the provisions of this Master Lease on disclaimer of warranties, and shall be subject to such additional terms and conditions as may be specified in the Rental Schedule. If Lessee intends to exercise said purchase option, Lessee shall give written notice to Lessor to such effect at least 30 days prior to the earliest expiration of the Primary Term of the item(s) of the Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise its purchase option, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 least 30 days prior to the end earliest expiration of the Basic then current Renewal Term or of the Renewal Term, as item(s) of the case may be, of its election Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise the its purchase option provided for in this Section 22.3option. If Lessee fails to give such written notice to Lessor as aforesaid, which notice it shall be irrevocableconclusively presumed that Lessee has elected not to exercise such purchase option. Payment of the purchase priceIf Lessee gives such written notice, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring obligated to buy, and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required obligated to make any other representation or warranty as to sell, such Equipment on the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesterms herein provided.

Purchase Option. Provided (i) If Administrative Agent shall notify the ABL Term Loan Agent of its intention to (by itself or at the direction of the Required Lenders) sell, lease or otherwise dispose of all or substantially all of the Collateral whether by private or public sale in accordance with the immediately preceding paragraph; provided that Lessee any notice from Administrative Agent to the ABL Term Loan Agent of the Administrative Agent’s intention to conduct such a sale shall have duly given the notice required by Section 22.2 and be delivered by the next succeeding sentence Administrative Agent to the ABL Term Loan Agent not less than five (5) Business Days prior to the commencement of this Section 22.3any such sale (the foregoing event is referred to herein as a, Lessee “Purchase Option Event”), the ABL Term Lenders shall have the right and, upon the giving of such notice under this Section 22.3, the obligation opportunity to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more all) of the Obligations (other than 720 days prior the ABL Term Obligations); provided that such option shall expire if the applicable ABL Term Lenders fail to deliver a written notice (a “Revolving Purchase Notice”) to the end Administrative Agent within five (5) Business Days following the first date the ABL Term Loan Agent obtains knowledge of the Basic Term or the Renewal Term, as the case may be, occurrence of its election to exercise the purchase option provided for in this Section 22.3a Purchase Option Event, which notice Revolving Purchase Notice shall (A) be signed by the applicable ABL Term Lenders committing to such purchase (the “Revolving Purchasing Creditors”) and indicate the percentage of the Obligations (other than the ABL Term Obligations) to be purchased by each Revolving Purchasing Creditor (which aggregate, commitments must add up to one, hundred percent (100%) of the Obligations (other than the ABL Term Obligations)) and (B) confirm that the offer contained therein is, irrevocable. Payment Upon receipt of such Revolving Purchase 153 Notice by the Administrative Agent, the Revolving Purchasing Creditors shall have, from, the date of delivery thereof to and including the date that is five (5) Business Days after the Revolving Purchase Notice was received by the Administrative Agent to purchase all (but not less than all) of the purchase price, together with all Obligations (other amounts due and owing by Lessee under than the Operative Agreements ABL Term Obligations) (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition date of such Units or any other matterspurchase, and may specifically disclaim any such representations or warrantiesthe “Revolving Purchase Date”).

Purchase Option. (a) Provided that Lessee shall not have duly given notice of its intention to exercise the notice required by Section 22.2 Remarketing Option with respect to any Equipment Pool or Site which it desires to purchase, and by without limitation of Lessee's purchase obligation pursuant to Sections 20.2 or 20.3 and subject to the next succeeding sentence of this Section 22.3limitations herein, Lessee shall at any time have the right and, upon option exercisable by giving Lessor irrevocable written notice (the giving "Purchase Notice") of Lessee's election to exercise such notice under this Section 22.3, the obligation option to purchase all of one or more (including all) Sites or Equipment Groups (or, subject to the Units limitations set forth in clause (b) below, with respect to a Site, a portion thereof) on the date specified in such Purchase Notice at a price equal to the greater Property Balance (or, in the case of a purchase of a portion of a Site pursuant to clause (ib) Fair Market Sales Value of such Units and (ii) $6,876,188.00below, at the expiration purchase price paid by a third party for the portion of the Basic Term, Site as provided for in Subsection 20.1(b)(ix) below) with respect to such Site or Equipment Group (or, if a Renewal Term is then in effectthe case of all Leased Property, at the end of such Renewal Term at a price equal to Lease Balance) (the Fair Market Sales Value of such Units, "Purchase Option Price") plus all other amounts then due and owing by payable in respect of Rent for such Leased Property (including Supplemental Rent) theretofore accruing; provided, however, that Lessee under shall only be permitted to purchase an Equipment Group (unless Lessee purchases the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so thatentire related Equipment Pool) if, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect such purchase, the aggregate Property Balance of the Units, the sum Units of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts Equipment then due remaining subject to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of equals or exceeds the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesRequired Percentage Amount.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right andoption (exercisable by --------------- giving Lessor irrevocable written notice (the "Purchase Notice") of Lessee's --------------- election, upon to exercise such option not less than ten (10) days prior to the giving date of purchase pursuant to such notice under this Section 22.3, the obligation option) to purchase all one or more of the Units pieces of Equipment on the date specified in such Purchase Notice, which date must occur prior to the date which is six months prior to the Maturity Date, at a price equal to the greater of Termination Value (ithe "Purchase Option Price") Fair Market Sales Value (which the parties -------------------- do not intend to be a "bargain" purchase price) of such Units and (ii) $6,876,188.00piece of Equipment; provided, at the expiration however, that Lessee shall only have such option with respect to less than all of the Basic Term, or, Equipment if a Renewal Term is then in effect, at no Lease Default or Lease Event of Default shall have occurred and be continuing. If Lessee exercises its option to purchase one or more of the end pieces of such Renewal Term at a price equal Equipment pursuant to this Section 20.1 (the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement"Purchase -------- Option"), Owner Participant Lessor shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning transfer to Lessee or Lessee's designee all of Lessor's ------ right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis piece of Equipment as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make all Rent and other amounts then due and payable under this Lease and any other representation Operative Agreement, in accordance with Section 19.1. Notwithstanding the foregoing, (A) Lessee on not less than three (3) days prior notice may exercise the Purchase Option to purchase one or warranty as to more pieces of Equipment if the condition purchase of such Units Equipment will cure an Event of Default and (B) if a purchase option held by a sublessee or any other matterslicensee of a piece of Equipment has been exercised, and then Lessee may specifically disclaim any exercise the Purchase Option with respect to such representations piece of Equipment even if a Lease Default or warrantiesLease Event of Default has occurred.

Purchase Option. Provided (a) The Senior Indebtedness Representative, on behalf of itself and the holders of Senior Indebtedness, agrees that Lessee shall have duly given if (i) an Event of Default under the notice required Senior Revolving Credit Documents has occurred and is continuing, and as a result of such Event of Default under the Senior Revolving Credit Documents (A) the Senior Indebtedness has been accelerated and/or (B) the Majority Lenders are pursuing remedies of foreclosure against the Collateral (the “Trigger Event”), or (ii) an Insolvency or Liquidation Proceeding is commenced by Section 22.2 and by or against the next succeeding sentence of this Section 22.3Borrower or any other Obligor, Lessee then the Term Claimholders shall have the right andand option to purchase the entire aggregate amount of outstanding Senior Indebtedness (including unfunded commitments) up to, upon in the giving case of such notice under this Section 22.3principal, the obligation First Lien Cap amount, at a price of not less than par, plus all accrued and unpaid interest and fees, together with cash collateral for all outstanding letters of credit in an amount equal to purchase all 105% of the Units undrawn and available amount consistent with all other Senior Revolving Credit Documents of all letters of credit outstanding under the Senior Revolving Credit Documents, and a payment for all then outstanding Eligible Swap Agreements at a price equal to the greater sum of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments amounts then due in respect of such Eligible Swap Agreements plus or minus a net amount quoted by the UnitsSenior Revolving Claimholder party to such Eligible Swap Agreement that would be paid to assign or novate each such Eligible Swap Agreement in the ordinary course of its business. Such sale shall be without warranty or representation or recourse other than as provided in standard LSTA documentation for par trades. To exercise the option following a Trigger Event, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee Term Administrative Agent shall give Lessor deliver a written notice not less than 360 days and not more than 720 days prior to the end of Senior Indebtedness Representative and the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3Senior Revolving Lenders, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on deemed an "as-is" "where-is" basis and containing a warranty as irrevocable offer to the absence of Lessor's Liens. Lessor shall not be required Senior Revolving Claimholders to make any other representation or warranty as to purchase the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesSenior Indebtedness on the terms set forth in this Section (the “Purchase Notice”).

Purchase Option. Provided that Without limitation of the Lessee's purchase --------------- obligation pursuant to Sections 20.2, 20.3 or 20.5, unless the Lessee shall have duly --------------------------- given notice of its intention to exercise the notice required by Section 22.2 Remarketing Option and by the next succeeding sentence of this Section 22.3Lessor shall have entered into a binding contract to sell the Property, the Lessee shall have the right andoption (exercisable by giving the Lessor irrevocable written notice (the "Purchase Notice") of the Lessee's election to exercise such option) --------------- to purchase, upon the giving of such notice under this Section 22.3or to designate a third party to purchase, the obligation to Property on the date specified in such Purchase Notice, which date shall be a Payment Date. The purchase all of the Units at a price shall be equal to the greater of (i) Fair Market Sales Asset Termination Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of Rent (including Supplemental Rent) theretofore accruing (the Units"Purchase Option Price"). The Lessee shall deliver the Purchase --------------------- Notice to the Lessor not less than thirty (30) days prior to the purchase date or as otherwise provided pursuant to Section 17.2(h). If the Lessee exercises --------------- its option to purchase the Property pursuant to this Section 20.1 (the "Purchase ------------ -------- Option"), the sum Lessor shall transfer to the Lessee all of the Accumulated Equity Deficiency Amount Lessor's right, ------ title and Late Payment Interest related thereto interest in and any to the Property as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price and all Rent and other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case payable under this Lease and any other Operative Document, in accordance with Section 19.l(a). The Lessee may assign the Purchase Option --------------- to a third party separately from any permitted assignment by the Lessee of its rights and obligations under each Section 25.1 hereof without the consent of the Other Leases). ------------ Lessor; provided that the Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to remain primarily liable for the end -------- performance of any such assignees in connection with the exercise of the Basic Term or Purchase Option in accordance with the Renewal Term, as the case may be, provisions of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable25.1 hereof. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.------------

Purchase Option. Provided that no Lease Event of Default --------------- shall have occurred and be continuing either at the time of notice or the expiration of the Lease Term or any Renewal Term (unless (i) Lessor shall have waived such Lease Event of Default solely for the purpose of this Section 22.3, (ii) in the case of a Lease Event of Default under Section 14(c), 14(d), 14(e), 14(f) or 14(i), Lessee shall have properly made a Special Purchase Defeasance and after giving effect to the purchase described below, no such Lease Event of Default shall be continuing or (iii) in the case of a Lease Event of Default under Section 14(g) or 14(h), Lessee shall have obtained a final, nonappealable order of a United States court having appropriate bankruptcy jurisdiction over Lessee which (x) authorizes such purchase and (y) is in form and substance satisfactory to Lessor and Indenture Trustee) and Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units purchase, at a price equal to the greater of at Lessee's option: (i) the Fair Market Sales Value of such Units and (ii) $6,876,188.00Units, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, or at the end of such any Renewal Term at (other than a price equal Renewal Term pursuant to Section 22.7), or (ii) the Basic Term Purchase Price with respect to the Fair Market Sales Value option at the end of the Basic Term, any or all of the Units as specified in such Unitsnotice; provided that if Lessee elects to retain less than all of the Units in a Functional Group in connection with a purchase at the end of the Basic Term or any Renewal Term, plus all other amounts due Lessee must return at least 25 Units from such Functional Group to Lessor and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long determination as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms to which Units are defined in the Collateral Agency Agreement), Owner Participant to be retained shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any made on a random or other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, basis (in each case under this Lease and under each reasonably acceptable to Lessor) without discrimination based on maintenance status, operating condition of the Other Leases)Units in question or otherwise, and Lessee shall describe in such notice such manner in which it proposes to determine the Units in such Functional Group which will be retained. Lessee shall give Lessor written notice not less than 360 days and not more than 720 90 days prior to the end of the Basic Term or the any Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable; provided, however, that with respect to any Extended Units, Lessee may elect for convenience to give such a notice as of [_________] and [______________] in each year as to those Extended Units whose Renewal Terms expire in the following 6-month period. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (Agreements, including, without limitation, all then Late Payment Interest and any unpaid Policy Provider Amounts andRent, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided that Lessee shall have duly given (a) Notwithstanding anything in this Agreement to the notice required by Section 22.2 and contrary, on or at any time after (i) the commencement of an Insolvency or Liquidation Proceeding, (ii) the acceleration of the Priority Lien Obligations or the termination of any commitments under the Priority Credit Agreement (other than by the next succeeding sentence Company), (iii) the exercise or undertaking of any enforcement action, or rights of set-off, in respect of any Collateral by any Priority Lien Secured Parties under any Priority Lien Document, (iv) the occurrence of any default or event of default under any Priority Lien Document (or upon the effectiveness of any amendment, waiver, consent or modification of any Priority Lien Documents, which would prevent the occurrence of, or waive, any default or event of default under any Priority Lien Documents), (v) the delivery of any Priority Lien Release Notice or any failure of the Priority Lien Agent to deliver any required Priority Lien Release Notice in accordance with this Agreement, (vi) the proposal of any DIP Financing, (vii) the delivery of any Section 363 Notice or the occurrence of any Section 363 Event, or (viii) the occurrence of any default or termination event under an order approving the use of cash collateral of the Priority Lien Secured Parties or any order approving a DIP Financing provided by any of the Priority Lien Secured Parties, each of the holders of the Second Lien Debt and each of their respective Affiliates or designees (such holders and their respective Affiliates that make such election, the “Second Lien Purchasers”) will have the several right, at their respective sole option and election (but will not be obligated) (provided that in the event of a conflicting or inconsistent exercise of such election by more than one Second Lien Purchaser, the ROFO Agent, in its sole discretion, shall determine which election(s) shall be valid and effective for purposes of this Section 22.33.06, Lessee it being understood that if Xxxxxxx Watsa Investment Counsel Ltd. (or any its affiliates) shall have exercised such right at any time it shall have preference over any such right of any other Second Lien Purchasers) at any time upon prior written notice from (or on behalf of) the right andSecond Lien Purchasers to the Priority Lien Agent, upon to purchase from the giving Priority Lien Secured Parties (A) all (but not less than all) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (B) if applicable, all loans (and related obligations, including interest, fees and reasonable and documented expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such notice under this Section 22.3purchase. Promptly following the receipt of such notice, the obligation Priority Lien Agent will deliver to purchase all the Second Lien Representatives a statement of the Units at a price equal to the greater amount of Priority Lien Debt, other Priority Lien Obligations (iother than any Priority Lien Obligations constituting Excess Priority Lien Obligations) Fair Market Sales Value of such Units and DIP Financing (ii) $6,876,188.00including interest, at the expiration of the Basic Termfees, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all expenses and other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments obligations in respect of the Units, the sum such DIP Financing) provided by any of the Accumulated Equity Deficiency Amount Priority Lien Secured Parties, if any, then outstanding and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each the amount of the Other Leases)cash collateral requested by the Priority Lien Agent to be delivered pursuant to Section 3.06(b)(ii) below. Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior The right to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.33.06 will expire unless, which notice shall be irrevocable. Payment (1) within 20 Business Days after the receipt by the Second Lien Representatives of such statement of obligations from the Priority Lien Agent, any Second Lien Representative delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase price, together with (A) all (but not less than all) of the Priority Lien Obligations (including unfunded commitments) other amounts due than any Priority Lien Obligations constituting Excess Priority Lien Obligations and owing by Lessee under the Operative Agreements (including, without limitationB) if applicable, all then unpaid Policy Provider Amounts andloans (and related obligations, without duplicationincluding interest, all then unpaid Policy Provider Reimbursement Costs, fees and expenses) provided by any of the Priority Lien Secured Parties in each connection with a DIP Financing and to otherwise complete such purchase on the terms set forth under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters3.06, and may specifically disclaim any (2) within an additional 10 Business Days, closes such representations or warrantiespurchases provided below.

Purchase Option. Provided that Subject to the conditions stated herein, Lessor hereby grants to Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation a non-assignable option to purchase all all, but not less than all, of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, Equipment described in this Lease at the expiration of the Basic Term, or, if a Initial Term or and Renewal Term is then in effect, at the end of such Renewal Term at a price hereof for an amount equal to the Fair Market Sales Value then fair market value of such Unitsthe Equipment (herein the 'Option Price). The fair market value of the Equipment shall be determined by mutual agreement between the parties or if a dispute arises, plus then by an independent appraiser selected by Lessor, at Lessee's expense. Lessee's right to purchase said Equipment is contingent upon all other amounts due and owing by of the following: (i) no default or Event of Default on the part of Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Unitsthis Lease, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and Agreement or any other amounts then due to Owner Participant) agreement between Lessor and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give have occurred and be continuing in Lessor's sole determination; and (ii) Lessor written notice not less than 360 days and not more than 720 shall have received Lessee's Notice of Intent to purchase at least ninety 190) days prior to the end date upon which the Initial Term or renewal term expires, as the case may be; and (iii) at least thirty (30) days prior to the expiration date of the Basic Initial Term or the Renewal Termrenewal term, as the case may be, of its election Lessor shall have received in cash a sum equal to exercise (i) the purchase option provided for Option Price and (ii) all taxes, whether currently in this Section 22.3existence or hereafter enacted, which notice shall be irrevocable. Payment or become due and payable directly or indirectly as a result of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each sale or transfer of the Other Leases) shall be made at Equipment, except Lessee may provide Lessor with a certificate of exemption or other similar document with respect to such taxes. It is expressly understood by the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all rightparties hereto that any purchase hereunder SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, title and interest EXPRESS OR IMPLIED, on the part of Lessor in and to such Units that Lessor sells the Equipment hereunder on an a "as-isAS IS," "where-isWHERE IS" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesbasis.

Purchase Option. Provided that Lessee Regardless of whether any Lease Default or Lease Event of Default shall have duly given the notice required by occurred and be continuing (other than as set forth in Section 22.2 and by the next succeeding sentence of this Section 22.317.7), Lessee shall have the right andoption (exercisable by giving Lessor irrevocable written notice (the "Purchase Notice"), upon the giving of such notice under this Section 22.3, the obligation Lessee's election to purchase all of the Units Property on the date specified in such Purchase Notice, at a price equal to the greater Termination Value (the "Purchase Option Price") (which the parties do not intend to be a "bargain" purchase price for purposes of (iSFAS) Fair Market Sales Value No. 13). If Lessee exercises its option to purchase the Property pursuant to this Section 20.1 (the "Purchase Option"), Lessor shall quitclaim to Lessee or Lessee's designee all of such Units Lessor's interest, in and (ii) $6,876,188.00, at to the expiration Property as of the Basic Termdate specified in the Purchase Notice upon receipt of the Purchase Option Price and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement, orall in accordance with Section 19.1. Lessee may designate, in the Purchase Notice or otherwise, the transferee or transferees to whom the conveyance shall be made (if a Renewal Term is then other than to Lessee), in effect, at the end of which case such Renewal Term at a price equal conveyance shall (subject to the Fair Market Sales Value terms and conditions set forth herein) be made to such designee; provided, however, that such designation of such Unitsa transferee or transferees shall not cause Lessee to be released, plus all other amounts due and owing by Lessee fully or partially, from any of its obligations under the Operative Agreementsthis Lease, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or obligation to pay to Lessor the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined Purchase Option Price on the date specified in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesPurchase Notice.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of (a) Notwithstanding anything in this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal Agreement to the greater of contrary, on or at any time after (i) Fair Market Sales Value the commencement of such Units and an Insolvency or Liquidation Proceeding or (ii) $6,876,188.00the acceleration of the Priority Lien Obligations, EXXI (the “Second Lien Purchaser”) will have the right, at the expiration of the Basic Term, or, if a Renewal Term is then in effectits sole option and election (but will not be obligated), at the end of such Renewal Term at a price equal any time upon prior written notice to the Fair Market Sales Value of such UnitsPriority Lien Agent, plus to purchase from the Priority Lien Secured Parties all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days all) Priority Lien Obligations (including unfunded commitments) and not more than 720 days prior to the end any loans provided by any of the Basic Term or Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the Renewal Termdate of such purchase. Promptly following the receipt of such notice, as the case may bePriority Lien Agent will deliver to EXXI a statement of the amount of Priority Lien Debt, other Priority Lien Obligations and DIP Financing provided by any of its election the Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to exercise the be delivered pursuant to Section 3.06(b)(ii) below. The right to purchase option provided for in this Section 22.33.06 will expire unless, which within 10 Business Days after the receipt by EXXI of such notice shall be irrevocable. Payment from the Priority Lien Agent, EXXI delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchaser to purchase price, together all (but not less than all) of the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured Parties in connection with all other amounts due a DIP Financing and owing by Lessee under to otherwise complete such purchase on the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each terms set forth under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties3.06.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.322.3 and, in the case of a purchase, Lessee shall have given the Lease Agreement (TRLI 2001-1C) corresponding notices under the Other Leases and shall upon the purchase of the Units hereunder concurrently purchase the Other Units under the Other Leases, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00Units, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such UnitsTerm, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 90 days and not more than 720 360 days prior to the end of the Basic Term or the any Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided If a Lender responds in the negative to such a request for approval, and if the action requires unanimous approval of Lenders under Section 25(b)(ii)(1) hereof and such unanimous approval cannot be agreed upon within an additional ten (10) Business Days after the initial seven (7) Business Day period, then Agent or any Lender that Lessee shall have duly given is in agreement with the notice required by Section 22.2 proposed action and by the next succeeding sentence of this Section 22.3that wishes to do so, Lessee shall have the right and, upon (but not the giving of such notice under this Section 22.3, the obligation obligation) to purchase such dissenting Lender's Commitment Percentage in the Loan at par value plus accrued interest and other amounts due to such Lender (other than late fees and interest at the Default Interest Rate). If more than one Lender elects to purchase the dissenting Lender's Commitment Percentage in the Loan, then all of such Lenders shall purchase the Units at same, on a price equal pro rata basis calculated based on their respective Commitment Percentages. Agent and any other Lender which elects to the greater of purchase a dissenting Lender's Commitment Percentage shall notify such dissenting Lender in writing within ten (i10) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at days after the expiration of the Basic Term, or, if a Renewal Term is foregoing periods. Such dissenting Lender shall then in effect, at the end have five (5) Business Days after receipt of such Renewal Term at a price equal written notice to approve the contested action. If the dissenting Lender shall not approve such action and if another Lender elects to purchase the dissenting Lender's Commitment Percentage, then the purchase of its interest shall be closed by payment in cash to the Fair Market Sales Value dissenting Lender of such Unitsthe amount described above within forty-five (45) days after the election to do so is made. At the Closing of the sale, plus all other amounts due the selling Lender shall assign to the purchasing Lender(s) its entire interest in the Loan, the Loan Documents and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such paymentsits Note, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant sale shall be entitled under the terms of the Collateral Agency Agreement to receivewithout recourse, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units selling Lender and the selling Lender shall thereafter have no further obligation or any other matters, and may specifically disclaim any such representations or warrantiesliability hereunder.

Purchase Option. Provided (i) If the Agent shall notify the FILO Agent of its intention to (by itself or at the direction of the Required Lenders) sell, lease or otherwise dispose of all or substantially all of the Collateral whether by private or public sale in accordance with Section 8.02(b); provided that Lessee any notice from the Agent to the FILO Agent of the Agent’s intention to conduct such a sale shall have duly given the notice required by Section 22.2 and be delivered by the next succeeding sentence Agent to the FILO Agent not less than five (5) Business Days prior to the commencement of this Section 22.3any such sale (the foregoing event is referred to herein as a, Lessee “Purchase Option Event”), the FILO Lenders shall have the right and, upon the giving of such notice under this Section 22.3, the obligation opportunity to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more all) of the Obligations (other than 720 days prior the FILO Obligations); provided that such option shall expire if the applicable FILO Lenders fail to deliver a written notice (a “Revolving Purchase Notice”) to the end Agent within five (5) Business Days following the first date the FILO Agent obtains knowledge of the Basic Term or the Renewal Term, as the case may be, occurrence of its election to exercise the purchase option provided for in this Section 22.3a Purchase Option Event, which notice Revolving Purchase Notice shall (A) be signed by the applicable FILO Lenders committing to such purchase (the “Revolving Purchasing Creditors”) and indicate the percentage of the Obligations (other than the FILO Obligations) to be purchased by each Revolving Purchasing Creditor (which aggregate commitments must add up to one hundred percent (100%) of the Obligations (other than the FILO Obligations)) and (B) confirm that the offer contained therein is irrevocable. Payment Upon receipt of such Revolving Purchase Notice by the Agent, the Revolving Purchasing Creditors shall have from the date of delivery thereof to and including the date that is five (5) Business Days after the Revolving Purchase Notice was received by the Agent to purchase all (but not less than all) of the purchase price, together with all Obligations (other amounts due and owing by Lessee under than the Operative Agreements FILO Obligations) (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition date of such Units or any other matterspurchase, and may specifically disclaim any such representations or warrantiesthe “Revolving Purchase Date”).

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.322.3 and, in the case of a purchase, Lessee shall have given a corresponding notice under the Other Lease and shall upon the purchase of the Units hereunder concurrently purchase the units under the Other Lease, Lessee shall have the right Lease Agreement (TRLI 2001-1B) and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00Units, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such UnitsTerm, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 90 days and not more than 720 360 days prior to the end of the Basic Term or the any Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.Section

Purchase Option. Provided that Lessee The Base Shares shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have be subject to the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater and option of (i) Fair Market Sales Value of such Units the individuals listed on Exhibit C hereto, in the percentages set forth thereon (the "Founders") and (ii) $6,876,188.00in the event the Founders fail to exercise their right and option in whole or in part, at the expiration Company to repurchase such Base Shares ("Purchase Option") as set forth in this Section 2. In the event Purchaser shall cease to be employed by the Company by reason of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent Termination For Cause (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are term is defined in the Collateral Agency Employment Agreement by and between Purchaser and the 2 Company of even date herewith (the "Employment Agreement")) or Termination Without Cause under Section 7.2(d)(i) or (e) of the Employment Agreement (the "Termination"), Owner Participant the Purchase Option shall be entitled under come into effect. Following a Termination which occurs on or prior to March 1, 2000, the terms of the Collateral Agency Agreement to receiveFounders, first, and does receivethe Company, taking into account all Basic Rent payments second, shall have the right, as provided in respect of Section 2(b) below, to purchase from the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term Purchaser or the Renewal Termhis personal representative, as the case may be, either by cancellation of its election to exercise the promissory note or at the purchase option price per share originally paid, as the case may be, as set forth in Section 1 hereof (the "Option Price") 75% of the Base Shares (the "Purchase Option Shares"). Following a Termination which occurs after March 1, 2000, the Founders, first, and the Company, second, shall have the right, as provided for in this Section 22.32(b) below, to purchase from the Purchaser or his personal representative, as the case may be, either by cancellation of the promissory note or at the purchase price per share originally paid, as the case may be, as set forth in Section 1 hereof ("Option Price"), a portion of the Purchase Option Shares computed as follows: Such number of the Purchase Option Shares as is equal to multiplying 36% of the Base Shares by a fraction, the numerator of which notice is 18 less the number of completed months of Purchaser's continuous employment which have elapsed from February 29, 2000 to the Termination Date, inclusive of both such dates, and the denominator of which shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties18.

Purchase Option. Provided that Lessee shall have duly given (a) Notwithstanding anything in this Agreement to the notice required by Section 22.2 contrary, on or at any time after (%4) the commencement of an Insolvency or Liquidation Proceeding or (%4) the acceleration of the Priority Lien Obligations, holders of the Second Lien Debt and by each of their respective designated Affiliates (the next succeeding sentence of this Section 22.3, Lessee shall “Second Lien Purchasers”) will have the right andright, at their sole option and election (but will not be obligated), at any time upon prior written notice to the giving of such notice under this Section 22.3Priority Lien Agent, the obligation to purchase from the Priority Lien Secured Parties (x) all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days all) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and not more than 720 days prior (y) any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the end Second Lien Collateral Trustee a statement (the “Initial Purchase Option Statement”) of the Basic Term or amount of Priority Lien Debt, other Priority Lien Obligations (other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) and DIP Financing provided by any of the Renewal TermPriority Lien Secured Parties, as if any, then outstanding and the case may be, amount of its election the cash collateral requested by the Priority Lien Agent to exercise be delivered pursuant to Section 3.06(b)(ii) below. The Second Lien Collateral Trustee shall promptly forward such Initial Purchase Option Statement to the holders of the Second Lien Debt. The right to purchase option provided for in this Section 22.33.06 will expire unless, which within 10 Business Days after the receipt by the Second Lien 28 5279325v2 Collateral Trustee of such notice shall be irrevocable. Payment from the Priority Lien Agent, the Second Lien Purchasers deliver to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase price, together (x) all (but not less than all) of the Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (y) any loans provided by any of the Priority Lien Secured Parties in connection with all other amounts due a DIP Financing and owing by Lessee under to otherwise complete such purchase on the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each terms set forth under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties3.06.

Purchase Option. Provided that Lessee Unless an Event of Default (or other event which after lapse of time or notice or both would become an Event of Default) shall have duly given occurred and be continuing, the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effectoption, at the end of such Renewal Term the term of this Lease, upon prior written notice delivered to Lessor at least 180 days before the end of the term of this Lease, to purchase both Leasehold Estates on July 1, 2014 (the "Purchase Option Date"), at a purchase price equal to the Fair Market Sales Value lesser of (i) the fair market sales value of both Leasehold Estates (determined as hereinafter provided in this paragraph 18) as of the Purchase Option Date or (ii) $6,000,000. On the Purchase Option Date, Lessor shall transfer and convey the Leasehold Estates (expressly excluding the Xxxx Liquefaction Equipment) to Lessee or its designee, in accordance with the provisions of paragraph 17, against payment by the Lessee of the purchase price therefor, together with all installments of Rent payable up to and including the day prior to such Units, plus Purchase Option Date and all other amounts sums then due and owing by payable under this Lease, including without limitation the estimated or actual (if practicable) Partial Year Payment. Lessor and Lessee under shall consult for the Operative Agreementspurpose of determining the fair market sales value of the Leasehold Estates promptly after Lessee delivers the purchase option notice contemplated above, including, without limitation, Late Payment Interest and any unpaid Rent (so thatvalue agreed upon in writing shall constitute such fair market sales value for the purposes of this paragraph 18. Solely for purposes of determining the fair market sales value for purposes of this paragraph 18, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant it shall be entitled under assumed (notwithstanding the terms fact that the Xxxx Liquefaction Equipment has been dismantled and disposed of in accordance with subparagraph 8(d) hereof) that the Xxxx Liquefaction Equipment is in place on the Xxxx Land Parcel, is part of the Collateral Agency Agreement to receiveLeasehold Estates being conveyed, and does receivehas been maintained in good operating condition and has all necessary permits and approvals of any applicable governmental authority (to the extent such permits and approvals are still obtainable for liquefaction equipment generally) such that it is immediately operable in all respects for its original intended use. Further, taking into account all Basic Rent payments in respect the fair market sales value of the UnitsXxxx Liquefaction Equipment will be valued at its highest and best use, and costs of removal from the sum location of current use shall not be a deduction from such value. If Lessor and Lessee fail to agree upon such value within 90 days of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each date of the Other Leases)purchase option notice, Lessee may either (a) request that such value be determined by the Appraisal Procedure, or (b) agree in writing to purchase the Leased Properties for $6,000,000. If Lessee shall give Lessor written notice does not less than 360 days and not more than 720 request that such value be determined by the Appraisal Procedure, or agree in writing to purchase the Leased Properties for $6,000,000, by the date which is 60 days prior to the Purchase Option Date, then Lessee shall be deemed to have unequivocally and unconditionally (a) elected not to have such fair market sales value determined by the Appraisal Procedure, and (b) elected not to purchase the Leased Properties at the end of the Basic Term or term of this Lease pursuant to this paragraph 18, and will surrender and vacate the Renewal TermLeased Properties at the end of the term of this Lease as contemplated by paragraph 25 hereunder, and the "Appraisal Procedure" to determine the Return Adjustment Amount (as defined in paragraph 25), if any, will immediately commence. If Lessee does request that such value be determined by the case may beAppraisal Procedure, of its election to exercise the purchase option provided for in this Section 22.3, which notice price shall be irrevocable. Payment as set forth in the first sentence of the purchase pricethis paragraph 18 (in no event to exceed $6,000,000, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.plus any

Purchase Option. Provided that Lessee shall have duly given For and in consideration of the notice required sum of Fifty and No/100 Dollars ($50.00) and other good and valuable consideration paid by Section 22.2 Tenant to Landlord, the receipt and by sufficiency of which are hereby acknowledged, the next succeeding sentence of same constituting independent consideration for this Section 22.3Purchase Option, Lessee commencing upon the Effective Date and continuing throughout the Term (as the same may be extended), Tenant shall have the continuing, exclusive right andto purchase the Leased Premises from Landlord (the “Purchase Option”) pursuant to the terms, upon conditions, and provisions set forth hereinbelow. If Tenant elects to exercise the giving Purchase Option, Tenant shall deliver to Landlord and the Escrow Agent (as defined in paragraph 6(d)(3) below) written notice (the “Purchase Option Notice”) of such notice under this Section 22.3, the obligation election on or before thirty (30) days prior to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or. Notwithstanding the foregoing, if Tenant has failed to deliver the Purchase Option Notice within such thirty (30) day period, the Purchase Option shall continue for a Renewal Term is then in effectperiod of fifteen (15) days following Tenant’s receipt of written notice from Landlord (“Option Termination Notice”) stating that “TENANT HAS FAILED TO DELIVER THE PURCHASE OPTION NOTICE WITHIN THE TIME PERIOD SPECIFIED IN PARAGRAPH 6(D) OF THE LEASE”, at the end of and unless Tenant provides written notice to Landlord within such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after 15-day period following Tenant’s receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice Option Termination Notice that Tenant elects not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3Purchase Option, which notice then Tenant shall be irrevocable. Payment of deemed to have delivered the purchase price, together Purchase Option Notice to Landlord and Escrow Agent within the time period required hereby and the parties shall proceed with all other amounts due and owing by Lessee under the Operative Agreements Purchase Closing as provided in (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases2) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesbelow.

Purchase Option. Provided that Without limitation of the Lessee's purchase obligation pursuant to Sections 20.2 or 20.3, unless the Lessee shall have duly given notice of its intention to exercise the notice required by Section 22.2 Remarketing Option and by the next succeeding sentence of this Section 22.3Lessor shall have entered into a binding contract to sell the Property, the Lessee shall have the right andoption (exercisable by giving the Lessor irrevocable written notice (each, upon a "Purchase Notice") of the giving of Lessee's election to exercise such notice under this Section 22.3option) to purchase, the obligation or to purchase designate a third party to purchase, all of the Units at a price equal to Property (the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement"Purchase Option"), Owner Participant on the date specified in such Purchase Notice, which date shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments a Payment Date. The purchase price in respect of the Units, Property (the sum of "Purchase Option Price") shall be equal to the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, Asset Termination Value plus in each case under this Lease and under each all other amounts owing in respect of Rent (including Supplemental Rent) theretofore accruing (offsetting against such amount the aggregate amount of the Other LeasesCash Collateral, if any). The Lessee shall give deliver the Purchase Notice to the Lessor written notice not less than 360 days and not more than 720 thirty (30) days prior to the end purchase date. If the Lessee exercises its Purchase Option pursuant to this Section 20.1 (the "Purchase Option"), the Lessor shall transfer to the Lessee all of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all Lessor's right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis all of the Property, as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make (without duplication) all Rent and all other amounts then due and payable under this Lease and any other representation or warranty as to the condition of such Units or any other mattersOperative Document, and may specifically disclaim any such representations or warrantiesin accordance with Section 19.1(a).

Purchase Option. Provided Upon and during the occurrence of a Triggering Event, all or some of the Bond Secured Parties may, at their sole expense and effort, upon notice from the Trustee to the Borrower, the Priority Lien Representatives and any Additional Agents require the Priority Secured Parties to transfer and assign to the electing Bond Secured Parties, without warranty or representation or recourse (other than the representation or warranty that Lessee such Priority Lien Obligations are being transferred without any Lien created by the Priority Secured Parties), all (but not less than all) of the Priority Lien Obligations and the Priority Documents; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the electing Bond Secured Parties shall have duly given paid to the respective Priority Lien Representatives, for the account of the Priority Secured Parties, in immediately available funds, an amount equal to 100% of the amount of Priority Lien Obligations then outstanding (which shall include, with respect to the aggregate face amount of any letters of credit outstanding under the Priority Documents, an amount in cash equal to 100 % thereof, but shall not include any other fees that become due as a result of the prepayment of the Indebtedness under, or early termination of, such documentation). In order to effectuate the foregoing, the Priority Lien Representatives shall calculate, upon the written request of the Trustee from time to time, the amount in cash that would be necessary to purchase the applicable Priority Lien Obligations. If the right set forth in this Section 7.2 is exercised, (1) the parties shall endeavor to close promptly thereafter but in any event within twenty Business Days of the notice required by Section 22.2 and by set forth in the next succeeding first sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account 7.2 (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as Priority Secured Parties shall no longer be required to transfer any such terms are defined Priority Lien Obligations in the Collateral Agency Agreementaccordance with this Section 7.2), Owner Participant (2) such purchase of the Priority Lien Obligations shall be entitled under the terms of the Collateral Agency Agreement exercised pursuant to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due documentation mutually acceptable to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee Priority Lien Representatives and the electing Bond Secured Parties, and (3) such Priority Lien Obligations shall give Lessor written be purchased pro rata among the electing Bond Secured Parties giving notice not less than 360 days and not more than 720 days prior to the end such Priority Secured Parties of the Basic Term or the Renewal Term, as the case may be, of its election their intent to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment hereunder according to such Bond Secured Parties’ portion of the Bond Obligations outstanding on the date of purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under pursuant to this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesSection.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.322.3 and, in the case of a purchase, Lessee shall have given a corresponding notice under the Other Lease and shall upon the purchase of the Units hereunder concurrently purchase the units under the Other Lease, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase pur-chase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00Units, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such UnitsTerm, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 90 days and not more than 720 360 days prior to the end of the Basic Term or the any Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of bill xx sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation no option to purchase all any item of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under Equipment unless the terms of such purchase option are set forth in the Collateral Agency Agreement to receiveapplicable Schedule. If a purchase option is provided on the Schedule, and does receiveLessee may, taking into account if no Event of Default then exists, purchase all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice (but not less than 360 days and all) of the Equipment having the same Rental Term expiration date. If there is a purchase option for fair market value (“FMV”) or for a price greater than $1.00, such purchase option may only be exercised by Lessee’s written notice to Lessor not more less than 720 90 days prior to the end of the Basic Term or applicable Rental Term. For any purchase option price stated as $1.00, however, Lessee need not give any written notice, and title to the Renewal Equipment shall transfer to Lessee upon Lessee’s compliance with all of its obligations hereunder at the end of the Rental Term. The terms “fair market value” and “FMV” shall mean the value, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3determined by Lessor, which notice shall would be irrevocable. Payment obtained in an arm’s-length transaction between an informed and willing buyer-user under no compulsion to buy and an informed and willing seller under no compulsion to sell and, in such determination, (i) costs of removal of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each Equipment from its location of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor current use shall not be a deduction from such value; (ii) the Equipment shall be assumed to be in the condition in which it is required to make be maintained and returned under this Lease; and (iii) in the case of any other representation or warranty as installed Equipment, that Equipment shall be valued on an installed basis. On the last day of the Rental Term, Lessee shall pay to Lessor the purchase price for such item of Equipment in cash; and upon receipt of such payment Lessor shall transfer to Lessee title to the condition Equipment, free and clear of such Units any claim, lien or encumbrance (other than those held by parties claiming by, through or under Lessee), but without recourse, representation or any other matterswarranty, express or implied, “AS IS”, in its then condition and may specifically disclaim any such representations or warrantieslocation. Lessee shall be responsible for all applicable sales, use, personal property and other taxes.

Purchase Option. Provided that (a) Except as provided in Section 20.1(b), (c) or (d), Lessee shall not have duly given an option to purchase the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3Equipment before September 1, 2005. On or after September 1, 2005, Lessee shall have the right and, upon option (exercisable by giving Lessor irrevocable written notice (the giving "Purchase Notice") of Lessee's election to exercise such notice under this Section 22.3, option not less than thirty (30) nor more than sixty (60) days prior to the obligation date of purchase pursuant to such option) to purchase all of one or more Units on the Units date specified in such Purchase Notice, at a price equal to the greater of Termination Value (ithe "Purchase Option Price") Fair Market Sales Value (which the parties do not intend to be a "bargain" purchase price) of such Units and (ii) $6,876,188.00Unit or Units; provided, at the expiration however, that Lessee shall only have such option with respect to less than all of the Basic Term, or, Equipment if a Renewal Term is then in effect, at no Lease Default or Lease Event of Default shall have occurred and be continuing and that during the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days twelve month period prior to the end Expiration Date the Lessor can only purchase less than all of the Basic Term Equipment if Lessee has exercised its Expiration Date Purchase Option, or such purchase cures a Lease Default or Lease Event of Default. If Lessee exercises its option to purchase one or more of the Renewal Term, as the case may be, of its election Units pursuant to exercise the purchase option provided for in this Section 22.320.1(a) (the "Purchase Option"), which notice Lessor shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning transfer to Lessee or Lessee's designee all of Lessor's right, title and interest of Lessor in and to such Unit as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price and all Rent and other amounts then due and payable by Lessee under this Lease and any other Operative Agreement, in accordance with Section 19.1, and this Lease shall terminate with respect to such Unit or Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition date of such Units transfer of such Unit or any other matters, and may specifically disclaim any such representations or warrantiesUnits.

Purchase Option. Provided that Lessee If no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would become such an Event of Default) shall have duly given occurred and be continuing, and the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3Lease shall not have been earlier terminated, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation option to purchase all (the "PURCHASE OPTION") all, but not less than all, of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, Equipment at the expiration of the Basic Lease Term for an amount, payable in immediately available funds on the last day of the Lease Term, orequal to: (a) all Rental Payments, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all late charges and other amounts due and owing by Lessee under the Operative AgreementsLease; plus (b) all taxes, includingassessments and other charges due or payable in connection with the sale of the Equipment to Lessee; plus (c) the Purchase Option Price (hereinafter defined). Provided that Lessor shall have received all amounts payable hereunder on the last day of the Lease Term, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt that no Event of Default then exists and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled is continuing under the terms of the Collateral Agency Agreement to receiveLease, and does receive, taking into account Lessor shall convey all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units the Equipment to Lessee on the last day of the Lease Term, on an "asAS-isIS," "whereWHERE-isIS" basis BASIS WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, and containing a warranty as without recourse to Lessor, except that the Equipment shall be free and clear of all liens created by Lessor. If Lessee intends to exercise the Purchase Option, Lessee shall give irrevocable written notice to Lessor (the "OPTION NOTICE") not more than 240 days, nor less than 180 days, prior to the absence expiration of the Lease Term. If Lessee fails to give such written notice to Lessor's Liens, it shall be conclusively presumed that Lessee has elected not to exercise the Purchase Option. If, for any reason, Lessee does not exercise the Purchase Option, Lessee shall, on the last day of the Lease Term, return all of the Equipment to Lessor shall not be required pursuant to make any other representation or warranty as to and in the condition required by the terms of such Units or any other matters, the Lease and may specifically disclaim any such representations or warrantiespay to Lessor a return fee equal to 7.0 % of the Acquisition Cost of the Equipment.

Purchase Option. Provided that Lessee Tenant shall have duly given the notice required by option ("Purchase Option") to purchase all or part of the Premises at any time during the Term; provided that Tenant shall be entitled to purchase less than all of the Premises only if the portion being purchased is released from any existing Fee Mortgage and if the portion of the Premises not purchased shall constitute one or more legal lots after closing of the purchase and shall be reasonably viable as a separate property. The purchase price ("Purchase Price") for the portion of the Premises which Tenant elects to purchase shall be (i) the then-existing Funded Amount applicable to the portion of the Premises which Tenant elects to purchase (determined in a pro rata basis on the basis of the area being purchased), as the same may be reduced from time to time, plus (ii) the amount of any prepayment premium and all other fees, costs, and expenses due to any holder of an Authorized Loan in connection with such loan (to the extent not already paid pursuant to Section 22.2 21.21 hereof), less (iii) the amount of the Security Deposit (or, in the event of a purchase of a portion of the Premises, a pro rata portion of the Security Deposit). Tenant shall be entitled to a credit against the Purchase Price equal to the principal balance(s) of any Authorized Loan and/or Fee Mortgage existing immediately prior to the closing under this Purchase Option if such Authorized Loan and/or Fee Mortgage are not fully repaid and by all documents reflecting the next succeeding same are not cancelled and removed from the public records on or prior to the closing under this Purchase Option. If Tenant purchases less than all of the then- existing Premises, then the credit pursuant to the preceding sentence shall be calculated on a pro rata basis, based upon the ratio of this Section 22.3the area of the Premises being purchased compared to the area of the then-existing Premises. In lieu of payment of the Purchase Price, Lessee Tenant shall have the right and, upon (1) to assume the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units UBS Loan or any other mattersAuthorized Loan or (2) to cause Landlord to assign the Authorized Loan to a third party acceptable to the holder of such Authorized Loan (which third party shall expressly assume such obligations in writing), provided that Landlord is released from all obligations under the Authorized Loan. Landlord shall execute any and may specifically disclaim all documents necessary to effect such assumption and assignment upon Tenant's request, provided that Tenant shall reimburse Landlord for all reasonable costs and expenses related thereto. Notwithstanding anything to the contrary herein, the Purchase Price shall not include any such representations interest, fees, late charges or warrantiesany other costs or expenses incurred or charged to Landlord or Tenant by reason of a default by Landlord under Section 20.6 hereof.

Purchase Option. Provided that Subject to the conditions stated herein, Lessor hereby grants to Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation a non-assignable option to purchase all all, but not less than all, of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, Equipment described in this Lease at the expiration of the Basic Term, or, if a Renewal Initial Term is then in effect, at the end of such Renewal Term at a price or any renewal hereof for an amount equal to the Fair Market Sales Value then fair market value of such Unitsthe Equipment (herein the "Option Price). The fair market value of the Equipment shall be determined by mutual agreement between the parties or if a dispute arises, plus then by an independent appraiser selected by Lessor, at Xxxxxx's expense. Lessee's right to purchase said Equipment is contingent upon all other amounts due and owing by of the following: (i) no default or Event of Default on the part of Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Unitsthis Lease, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and Agreement or any other amounts then due to Owner Participant) agreement between Lessor and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give have occurred and be continuing in Lessor's sole determination; and (ii) Lessor written notice not less than 360 days and not more than 720 shall have received Lessee's Notice of Intent to purchase at least ninety (90) days prior to the end date upon which the Initial Term or renewal term expires, as the case may be; and (iii) at least thirty (30) days prior to the expiration date of the Basic Initial Term or the Renewal Termrenewal term, as the case may be, of its election Lessor shall have received in cash a sum equal to exercise (i) the purchase option provided for Option Price and (ii) all taxes, whether currently in this Section 22.3existence or hereafter enacted, which notice shall be irrevocable. Payment or become due and payable directly or indirectly as a result of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each sale or transfer of the Other Leases) shall be made at Equipment, except Lessee may provide Lessor with a certificate of exemption or other similar document with respect to such taxes. It is expressly understood by the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all rightparties hereto that any purchase hereunder SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, title and interest EXPRESS OR IMPLIED, on the part of Lessor in and to such Units that Lessor sells the Equipment hereunder on an a "as-isAS IS," "where-isWHERE IS" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesbasis.

Purchase Option. Provided Without prejudice to the enforcement of the First Lien Claimholders remedies, the First Lien Claimholders agree that Lessee following (i) an acceleration of the First Lien Obligations in accordance with the terms of the applicable First Lien Credit Documents governing the terms thereof, (ii) a payment default (other than with respect to administrative and collateral agency fees) under any First Lien Credit Document that has not been cured (or waived by the applicable First Lien Claimholders) within 60 days of the occurrence thereof, (iii) the commencement of any Insolvency or Liquidation Proceeding or (iv) the exercise of any Enforcement Action by the First Lien Claimholders in respect of a material portion of the Collateral (provided that activation of springing control agreements regarding deposit accounts without application to and permanent reduction of the revolving commitments shall not be deemed to be an exercise of remedies) (each, a “Purchase Event”), the Second Lien Claimholders may, at their sole expense and effort, upon notice from such Second Lien Claimholder to Borrower and the Designated First Lien Representative, irrevocably elect to acquire from the First Lien Claimholders, without warranty or representation or recourse from or to the First Lien Claimholders, all (but not less than all) of the First Lien Obligations and all rights of the First Lien Claimholders under the First Lien Credit Documents; provided that (w) any such purchase option must be exercised within 15 days after the initial occurrence of any Purchase Event, (x) the First Lien Representatives and the First Lien Claimholders shall retain all rights to be indemnified or to be held harmless by the Obligors in accordance with the terms of the First Lien Credit Documents, (y) such assignment shall not conflict with any law, rule or regulation or order of any court or other governmental authority having jurisdiction, and (z) the applicable Second Lien Claimholders shall have duly given paid to the applicable First Lien Representative, for the account of the applicable First Lien Claimholders, in immediately available funds, an amount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (including reasonable attorney’s fees and costs) and premiums (including any applicable prepayment premium) and any breakage costs and expenses plus all the other First Lien Obligations then outstanding (which shall include, with respect to the aggregate face amount of the letters of credit outstanding under the First Lien Credit Documents, an amount in cash equal to 105% thereof). In order to effectuate the foregoing, the Designated First Lien Representative shall calculate, upon the written request of the Designated Second Lien Representative from time to time, the amount in cash that would be necessary to so purchase the First Lien Obligations. If the right set forth in this Section 5.7 is exercised: (1) the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the notice required by Section 22.2 and by set forth in the next succeeding first sentence of this Section 22.35.7, Lessee shall have the right and, upon the giving of (2) such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant First Lien Obligations shall be entitled under the terms of the Collateral Agency Agreement exercised pursuant to receive, documentation mutually and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due reasonably acceptable to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee First Lien Representatives and the Second Lien Representative(s) named as Representative for each exercising Second Lien Claimholder, and (3) such First Lien Obligations shall give Lessor written be purchased pro rata among the Second Lien Claimholders giving notice not less than 360 days and not more than 720 days prior to the end Designated Second Lien Representative of the Basic Term or the Renewal Term, as the case may be, of its election their intent to exercise the purchase option provided for hereunder according to such Second Lien Claimholders’ portion of the Second Lien Obligations outstanding on the date of purchase pursuant to this Section 5.7. In the event that any one or more of the Second Lien Claimholders exercises the purchase option set forth in this Section 22.35.7: (A) the applicable First Lien Representative shall have the right, which notice shall be irrevocable. Payment of but not the purchase priceobligation, together with all other amounts due and owing by Lessee to immediately resign under the Operative Agreements applicable First Lien Credit Documents upon the closing of such purchase and (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of B) the Other Leases) purchasing Second Lien Claimholders shall be made at have the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and but not the obligation, to such Units on an "as-is" "where-is" basis and containing a warranty as require the applicable First Lien Representative to immediately resign under the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to applicable First Lien Credit Documents upon the condition closing of such Units or any other matters, and may specifically disclaim any such representations or warrantiespurchase.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of (a) Notwithstanding anything in this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal Agreement to the greater of contrary, on or at any time after (i) Fair Market Sales Value the commencement of such Units and an Insolvency or Liquidation Proceeding, (ii) $6,876,188.00, at the expiration acceleration of the Basic TermFirst Lien Obligations, or, if a Renewal Term is then in effect, at (iii) the end exercise or undertaking of such Renewal Term at a price equal to the Fair Market Sales Value any right of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments set-off in respect of any Collateral by any First Lien Secured Party under any First Lien Document, (iv) the Units60th day after any event of default based on non-payment of principal under any First Lien Document that has not been waived by the applicable First Lien Secured Parties or (v) the delivery of any Section 363 Notice or the occurrence of any Section 363 Event, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leasesholders of the Junior Lien Debt and each of their respective designated Affiliates (the “Junior Lien Purchasers”) will have the several right, at their respective sole option, election and expense (but will not be obligated). Lessee shall give Lessor , within 60 days following any such event set forth in clauses (i) through (v) above and upon prior written notice (the “Purchase Notice”) to applicable First Lien Representative, to purchase from the First Lien Secured Parties (A) all (but not less than 360 days all) First Lien Obligations (including unfunded commitments) and not more than 720 days prior (B) if applicable, all loans and letters of credit (and related obligations, including interest, fees and expenses) provided by any of the First Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the holder of First Lien Obligations will deliver to the end Junior Lien Purchasers a statement of the Basic Term or amount of First Lien Debt, other First Lien Obligations (including unfunded commitments) and DIP Financing (including letters of credit, interest, fees, expenses and other obligations in respect of such DIP Financing) provided by such holders of the Renewal TermFirst Lien Obligations, as if any, then outstanding and the case may be, amount of its election the cash collateral requested to exercise the be delivered pursuant to Section 3.06(b)(ii) below. The right to purchase option provided for in this Section 22.33.06 will expire unless, which notice shall be irrevocable. Payment within 10 Business Days after the receipt by the Junior Lien Purchasers of such statement from the applicable holders of First Lien Obligations, the Junior Lien Purchasers deliver to such holders of First Lien Obligations an irrevocable commitment to purchase (A) all (but not less than all) of the purchase price, together with all other amounts due First Lien Obligations (including unfunded commitments) and owing by Lessee under the Operative Agreements (including, without limitationB) if applicable, all then unpaid Policy Provider Amounts andloans and letters of credit (and related obligations, without duplicationincluding interest, all then unpaid Policy Provider Reimbursement Costs, fees and expenses) provided by any of the holders of First Lien Obligations in each connection with a DIP Financing and to otherwise complete such purchase on the terms set forth under this Lease and under Section 3.06. Any such Purchase Notice shall (i) designate a purchase date, (ii) set forth the identities (including legal names) of each of the Other LeasesJunior Lien Purchasers together with their respective percentages of the First Lien Obligations, unfunded commitments and, if applicable, DIP Financing Obligations, to be purchased by such Persons, (iii) identify a replacement or successor First Lien Collateral Agent that the First Lien Secured Parties (after giving effect to the purchase) appoint pursuant to the Collateral Agency Agreement, and (iv) state that such notice is deemed to be an irrevocable offer to the First Lien Secured Parties to purchase such First Lien Obligations on the terms set forth in this Agreement. The First Lien Secured Parties shall be made at entitled to rely in all respects upon the place information set forth in the Purchase Notice, including the identities (and legal names) of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesJunior Lien Purchasers.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of (a) Notwithstanding anything in this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal Agreement to the greater contrary, on or at any time within sixty (60) days after the 1.5 Lien Agent receives notice of (i) Fair Market Sales Value the commencement of such Units and an Insolvency or Liquidation Proceeding or (ii) $6,876,188.00the acceleration of the Priority Lien Obligations, holders of the 1.5 Lien Debt and each of their respective designated Affiliates (the “1.5 Lien Purchasers”) will have the right, at the expiration of the Basic Term, or, if a Renewal Term is then in effecttheir sole option and election (but will not be obligated), at any time upon prior written notice (the end of such Renewal Term at a price equal “Purchase Notice”) to the Fair Market Sales Value of such UnitsPriority Lien Agent, plus to purchase from the Priority Lien Secured Parties all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days all) Priority Lien Obligations (including unfunded commitments but excluding Excess Priority Lien Obligations) and not more than 720 days prior any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the end 1.5 Lien Agent a statement of the Basic Term or amount of Priority Lien Debt (other than Excess Priority Lien Obligations), other Priority Lien Obligations and DIP Financing then outstanding and the Renewal Term, as amount of the case may be, of its election cash collateral requested by the Priority Lien Agent to exercise the be delivered pursuant to Section 3.06(b)(ii) below. The right to purchase option provided for in this Section 22.33.06 will expire unless, which within 10 Business Days after the receipt by the 1.5 Lien Agent of such notice shall be irrevocable. Payment from the Priority Lien Agent, the 1.5 Lien Agent delivers to the Priority Lien Agent an irrevocable commitment of the 1.5 Lien Purchasers to purchase price, together all (but not less than all) of the Priority Lien Obligations (including unfunded commitments but excluding Excess Priority Lien Obligations) and any loans provided by any of the Priority Lien Secured Parties in connection with all other amounts due a DIP Financing and owing by Lessee under to otherwise complete such purchase on the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each terms set forth under this Lease and under each Section 3.06. Unless the right to purchase shall have expired in accordance with the preceding sentence, neither the applicable Priority Lien Representative nor any holder of Priority Lien Obligations will enforce or exercise any rights or remedies with respect to the Collateral after receipt of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to Purchase Notice by such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.Priority Lien

Purchase Option. Provided that Lessee shall have duly given the notice required may elect, by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation delivering to purchase all of the Units Lessor an End-of-Term Notice at a price equal least 90 days prior to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Initial Term, or, if a any Renewal Term is or any optional extension of the Initial Term or any Renewal Term, to purchase any or all Units of Equipment then in effect, at subject to such Lease (other than items of Software that may not be sold by Lessor under the end terms of such Renewal Term at a price any applicable License Agreement) for an amount equal to the Fair Market Sales Value of such UnitsUnits of Equipment as of the end of the Then Applicable Term, plus all other amounts due provided no Lessee Default shall have occurred and owing by be continuing. In the event of such an election, Lessee under shall pay such amount to Lessor, in immediately available funds, on or before the Operative Agreementslast day of the Then Applicable Term. If Lessee shall have so elected to purchase any of the Units of Equipment, includingshall have so paid the applicable purchase price and shall have fulfilled the terms and conditions of this Master Agreement, without limitationthen on the last day of the Then Applicable Term (i) the Lease with respect to such Units of Equipment shall terminate and, Late Payment Interest and any unpaid Rent (so thatexcept as provided in Section 27, after receipt and application Lessee shall be relieved of all of its obligations in favor of Lessor with respect to such paymentsUnits of Equipment, but so long as and (ii) Lessor shall transfer all of its interest in such Units of Equipment to Lessee "AS IS, WHERE IS," without any warranty, express or implied, from Lessor, other than the Policy remains in effect without withdrawal from absence of any Reserve Account liens or claims by or through Lessor. In the event Lessor and Lessee are unable to agree on the Fair Market Value of any Units of Equipment, Lessor shall, at Lessee's expense, select an independent appraiser to conclusively determine such amount. B. RENEWAL OPTION. Lessee may elect, by delivering to Lessor an End-of-Term Notice at least 90 days prior to the expiration of the Initial Term, any Renewal Term, or any optional extension of the Initial Term or any Renewal Term, to renew the Lease with respect to any or all Units of Equipment then subject to such Lease (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall other than items of Software that may not be entitled re-released by Lessor under the terms of any applicable License Agreement) for an amount equal to the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect Fair Rental Value of the Units, the sum such Units of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each Equipment as of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Then Applicable Term. In the event of such an election, Lessee shall enter into a mutually agreeable renewal agreement with Lessor ("Renewal Agreement") on or before the last day of the Then Applicable Term or confirming the Units of Equipment as to which the Lease is to be renewed, the period for which the Lease is to be renewed (the "Renewal Term"), and the amount of Rent and the times at which such Rent is to be payable during the Renewal Term. In the event Lessor and Lessee are unable to agree on the Fair Rental Value of any Units of Equipment, as the case may beLessor shall, of its election at Lessee's expense, select an independent appraiser to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocableconclusively determine such amount. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.C.

Purchase Option. Provided that Lessee shall have duly given (a) Without prejudice to the notice required by Section 22.2 enforcement of the rights and by remedies of the next succeeding sentence of this Section 22.3, Lessee shall have Administrative Agent or the right and, upon the giving of such notice Revolving Lenders under this Section 22.3Agreement or the other Financing Documents, during the obligation period of five (5) Business Days after the first to purchase all of the Units at a price equal to the greater occur of (i) Fair Market Sales Value receipt by the Required Term Lenders of such Units written notice by the Administrative Agent of the intent of the Administrative Agent and the Required Revolving Lenders to accelerate the Loans following the occurrence of an Event of Default (a "Trigger Notice") or (ii) $6,876,188.00the commencement of any bankruptcy, at the expiration of the Basic Terminsolvency, orliquidation, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (reorganization or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments similar proceeding in respect of any Credit Party or its debts, or of a substantial part of its assets, or the Unitsappointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial part of its assets, or (iii) the 75th day after the delivery of a Required Term Lender Remedy Notice pursuant to Section 7.02(b) (provided that such Required Term Lender Remedy Notice shall not have been withdrawn and the Event of Default that entitled the Required Term Lenders to send such Required Term Lender Remedy Notice shall be continuing), or (iv) the occurrence of an Event of Default pursuant to Sections 7.01(a) or 7.01(b), or (v) the occurrence of an Event of Default pursuant to Section 7.01(d) resulting from the Borrowers’ failure to comply with Section 6.10 (each a “Triggering Event”), the sum Term Lenders shall have the option (but not the obligation) by delivery of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor irrevocable written notice to the Administrative Agent (a “Purchase Notice”) to purchase from the Revolving Lenders all (but not less than 360 days all) of the outstanding Revolving Loans and to assume all (but not more less than 720 days prior to all) of the outstanding Revolving Commitments, provided that such purchase and sale will not conflict with any law, rule, regulation or order of any court or other governmental authority having jurisdiction over the Revolving Lenders. If, for any reason, the Administrative Agent does not receive a Purchase Notice by the end of the Basic five (5) Business Days period described above, the rights of the Term or Lenders to purchase the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in Revolving Loans under this Section 22.3, which notice 9.18 as a result of such Triggering Event shall be irrevocableautomatically terminate and the Revolving Lenders shall have no further obligation to sell or assign their Revolving Loans and/or their Revolving Commitments to the Term Lenders unless a new Triggering Event occurs. Payment of The Administrative Agent shall deliver to the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements Required Term Lenders any Trigger Notice (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, x) in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall Exigent Circumstances, not be required less than five (5) Business Days prior to make taking any other representation actions described in (a)(i) above or warranty (y) if Exigent Circumstances exist, as to soon as practicable and in any event contemporaneously with the condition taking of such Units or any other matters, and may specifically disclaim any such representations or warrantiesaction.

Purchase Option. Provided that Lessee shall have duly given At any time following two (2) years from the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3Commencement Date, Lessee Tenant shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to exercise an option to purchase the Property and related personal property (including all of the Units at a price Tenant Improvements) (“Purchase Option”) for an amount equal to the greater Purchase Price (as defined in Paragraph 38.2). Tenant’s purchase of the Property shall be upon and subject to the terms as set forth in this Paragraph 38 and subject to such other reasonable terms agreed to between Landlord and Tenant. The Purchase Option shall be exercised by Tenant, if at all, in the following manner: (i) Fair Market Sales Value provided that no Event of such Units Default has occurred and is then continuing hereunder on the delivery date of the Purchase Option Notice (as defined below), and (ii) $6,876,188.00Tenant shall deliver to Landlord: (a) written notice (“Purchase Option Notice”) stating that Tenant desires to exercise the Purchase Option, at the expiration and (b) concurrently with delivery of the Basic TermPurchase Option Notice, orTenant shall deliver an xxxxxxx money deposit of $500,000 (the “Deposit”), if which Tenant shall place into escrow with an Escrow Holder (defined in Paragraph 38.4 below). Thereafter, Tenant (as “Buyer”) and Landlord (as “Seller”) shall enter into a Renewal Term is then purchase and sale agreement in effect, at the end of such Renewal Term at a price equal form substantially similar to the Fair Market Sales Value purchase agreement set forth in Exhibit E attached hereto and made a part hereof (“Purchase Agreement”). With respect to the Purchase Option, the close of such Unitsescrow (“Closing”) shall occur no later than forty-five days following the Purchase Option Notice. Until the sale of the Property closes, plus all other amounts due this Lease shall remain in full force and owing effect according to the terms hereof. Upon Closing, this Lease shall automatically terminate without any further action by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest parties. The rights granted in this Paragraph 38 and any unpaid Rent the Purchase Option are assignable by Xxxxxx (so that, after receipt and application provided that entering into a transaction with the proposed assignee is cannot be expected to expose Landlord to a violation of all such payments, but so long as applicable law). Tenant’s failure to deliver the Policy remains in effect without withdrawal from any Reserve Account (Purchase Option Notice on or before the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in last day of the Collateral Agency Agreement), Owner Participant Lease Term shall be entitled under deemed to constitute Tenant’s election not to exercise the terms of Purchase Option. In no event, shall the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to Closing occur following the end of the Basic Term Lease Term. The Purchase Option shall remain in full force and effect in the event of any foreclosure, any sale in connection with any foreclosure, or any similar remedy exercised by any lender or mortgagee of Landlord, or in the Renewal Term, as the case may be, event of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment any sale or transfer of the purchase price, together with all other amounts due and owing Property by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesLandlord.

Purchase Option. Provided that At the expiration of the initial Term or any Term, if Lessee shall have duly given has performed all terms and conditions of the notice required by Lease, except the return of the System pursuant ot Section 22.2 and by the next succeeding sentence of this Section 22.39 herein, Lessee shall have the right andto purchase all, but not less than all, of the Equipment and all leased Modifications and to receive an assignment of all, but not less than all, non-exclusive sublicenses to use the Software and Additions, if any, for the purchase price described below subject to the following terms and conditions: If Lessee has elected Purchase Option B or C above, Lessee shall provide written notice to Lessor at least six (6) months prior to such purchase that Lessee has elected to exercise its Purchase Option. In any event, upon exercise of its purchase option, Lessee shall purchase the giving Equipment and all leased Modifications and obtain a non-exclusive sublicense to use the associated Software and Additions, AS-IS, WHERE-IS, WITH ALL FAULTS AND SUBJECT TO THE SAME DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET FORTH IN SECTION 9 OF THE AGREEMENT. Lessee also shall be responsible for the payment of such notice under any sales tax or other fees in connection with Lessee's exercise of this Section 22.3, the obligation Purchase Option. The purchase price shall be due and payable to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, Lessor by Lessee at the expiration of the Basic applicable Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing . Upon satisfaction by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase priceconditions, together with all other amounts due Lessor's sole and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each exclusive obligations under this Lease Purchase Option shall be to deliver to Lessee good title to such Equipment and under each leased Modifications such as Lessor received from the Supplier, to assign to Lessee a non-exclusive sublicense, as described in the Supplier Agreement, to use the associated Software and Additions, free and clear of all liens, encumbrances and rights of others arising solely out of or created by Lessor's actions. Lessor's assignment of the Other Leases) sublicense is limited to such sublicense as Lessor can assign without incurring further cost and is subject to all applicable terms and conditions of the license and/or sublicense set forth in the Supplier Agreement. The purchase price shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.follows:

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right andirrevocable option (exercisable by giving Lessor irrevocable written notice (the "Purchase Notice") of Lessee's election, upon which election shall be irrevocable, to exercise such option not less than ten (10) days prior to the giving date of purchase pursuant to such notice under this Section 22.3, the obligation option) to purchase all of the Units Property on the date specified in such Purchase Notice, which date must occur prior to the date which is six months prior to the Maturity Date, at a price equal to the greater Termination Value (the "Purchase Option Price") (which the parties do not intend to be a "bargain" purchase price). If Lessee exercises its option to purchase the Property pursuant to this Section 20.1 (the "Purchase Option"), Lessor shall quitclaim to Lessee or Lessee's designee all of (i) Fair Market Sales Value of such Units Lessor's right, title and (ii) $6,876,188.00, at interest in and to the expiration Property as of the Basic Termdate specified in the Purchase Notice upon receipt of the Purchase Option Price and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement, orin accordance with Section 19.1. Lessee may designate, in the Purchase Notice, the transferee or transferees to whom the conveyance shall be made (if a Renewal Term is then other than to Lessee), in effect, at the end of which case such Renewal Term at a price equal conveyance shall (subject to the Fair Market Sales Value terms and conditions set forth herein) be made to such designee; provided, however, that such designation of such Unitsa transferee or transferees shall not cause Lessee to be released, plus all other amounts due and owing by Lessee fully or partially, from any of its obligations under the Operative Agreementsthis Lease, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or obligation to pay to Lessor the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined Purchase Option Price on the date specified in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesPurchase Notice.

Purchase Option. Provided that Lessee shall have duly given On the notice required by Section 22.2 and by last day of the next succeeding sentence of this Section 22.3Term, Lessee PacifiCorp shall have the right and, upon the giving of such notice under this Section 22.3, the obligation option to purchase the Facility and all rights of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00Seller therein or relating thereto, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, for the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due $1.00. Such option shall be exercised by notice from PacifiCorp to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not Seller provided no less than 360 days and not more than 720 30 days prior to the end last day of the Basic Term Term. Seller covenants that in the event PacifiCorp provides such notice of its exercise of this purchase option, that Seller shall sell, transfer, assign and convey to PacifiCorp all of the Facility and all rights of Seller therein or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others arising through Seller on the Renewal last day of the Term, as including good and valid title to the case may beFacility and Seller's rights in the Premises. In connec- tion with such sale, transfer, assignment and conveyance, Seller shall (a) assign or otherwise make available, to the extent permitted by Requirements of its election Law and not already assigned or otherwise transferred to exercise PacifiCorp, Seller’s interest in all material Required Facility Documents and licenses, permits approvals and consents of any Governmental Authorities or other Persons that are then in effect and that are utilized for the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment operation or maintenance of the purchase price, together Facility; (b) cooperate with all reasonable requests of PacifiCorp for purposes of obtaining or making, or en- abling PacifiCorp to obtain or make, any and all material Permits and licenses, permits, approv- als and consents of any Governmental Authorities or other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not persons that are or will be required to make any be obtained by PacifiCorp in connection with the use, occupancy, operation or maintenance of the Facility or the Premises in compliance with Requirements of Law; (c) provide PacifiCorp copies of all documents, instruments, plans, maps, specifications, manuals, drawings and other representation or warranty as documentary materials relating to the condition installation, maintenance, operation, construction, design, modification and repair of such Units the Facility, as shall be in the Seller’s possession and shall be reasonably appropriate or necessary for the continued operation of the Facility. Seller shall not take any other matters, and may specifically disclaim any such representations or warrantiesaction during the Term that would inhibit Seller's ability to comply with this provision.

Purchase Option. Provided that Lessee The Founding Shareholders and the Initial Shareholders are subject to Section 7 of their respective Restricted Stock Agreements related to the terms and conditions for the rights of first refusal set forth therein. No Shareholder shall voluntarily Transfer any Shares (other than to a Permitted Transferee) except pursuant to a bona fide arm’s length offer and unless he or she or it shall have duly first given Transfer Notice to the Board of the Shareholder’s intent to do so and such Transfer is thereafter completed in accordance with this Article 2. The Transfer Notice shall include the name and address of the proposed Transferee, the number of Shares proposed to be sold (the “Offered Shares”), the cash price or other consideration for the proposed sale and the timing of the payments to be made. Within thirty days following receipt of the Transfer Notice, the Company may, by written notice required by Section 22.2 and by (“Exercise Notice”) to the next succeeding sentence Transferring Shareholder, elect to purchase the Offered Shares on the terms outlined in the Transfer Notice. If such rights of this Section 22.3, Lessee shall have first refusal expire without exercise or the right and, upon of first refusal is exercised only as to a portion of the giving of such notice under this Section 22.3Offered Shares, the obligation to purchase all Transferring Shareholder may Transfer the unpurchased portion of the Units at a price equal Offered Shares within 30 days (the “Sale Period”) to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00named Transferee, at the price and on the terms specified in the Transfer Notice. No Transfer of the Offered Shares shall be made after the expiration of the Basic Term, or, if a Renewal Term is then Sale Period nor shall any change in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts andTransfer be made, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease a new notice and under each compliance with the provisions of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties2.1.

Purchase Option. Provided If (1) there occurs any Proceeding of Borrower, (2) a foreclosure action has been commenced in accordance with the terms of this Agreement, (3) any Event of Default under the Loan is continuing for a period of sixty (60) days and Administrative Agent has delivered to Borrower a written notice declaring that Lessee such Event of Default exists, each of the Note-B Holders shall have duly given the right, by written notice required by Section 22.2 (a “Note-B Holder Purchase Notice”) to Administrative Agent and by each of the next succeeding sentence Note-A Holders, to purchase the Note A’s interests in the Loan, in whole but not in part, at the Defaulted Loan Purchase Price. Following receipt of this Section 22.3Note-B Holder Purchase Notice, Lessee the Note-A Holders shall sell (and the Note-B Holders shall purchase) the Note A (free and clear of any participations thereof or liens or other encumbrances thereon), for the Defaulted Loan Purchase Price. The closing of the purchase and sale shall take place on a date (the “Defaulted Note Purchase Date”), not less than five (5) Business Days nor more than ten (10) Business Days after the date of Administrative Agent’s receipt of Note-B Holder Purchase Notice; provided Note-B Holders shall have the right andto deposit a non-refundable (other than if the event giving rise to the Note-B Holder Purchase Notice ceases to exist or Administrative Agent and/or the Note-A Holders breach the terms of this clause (c) and sell the Note A other than pursuant to the terms of this Agreement) cash deposit with Administrative Agent in an amount equal to 5% of the Defaulted Loan Purchase Price to extend the Defaulted Note Purchase Date an additional ten (10) Business Days (which the Note-B Holders may do up to two times with respect to any Note-B Holder Purchase Notice), provided that the Defaulted Note Purchase Date shall in no event be less than five (5) Business Days prior to any scheduled foreclosure sale or delivery of any deed in lieu of foreclosure with respect to the Property, to the extent such scheduled date is known. In addition, the Note-B Holders’ right to purchase the Note A shall terminate automatically upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater earlier of (i) Fair Market Sales Value the date such Event of such Units Default is cured, and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal date Newco takes title to the Fair Market Sales Value of such Units, plus all other amounts due Property by foreclosure or deed-in-lieu thereof. All costs and owing by Lessee under expenses related to the Operative Agreements, including, without limitation, Late Payment Interest purchase and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant sale shall be entitled under paid by the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner ParticipantNote-B Holders. The applicable Defaulted Loan Purchase Price shall be calculated by Administrative Agent three (3) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days Business Days prior to the end Defaulted Note Purchase Date and shall, absent manifest error, be binding upon the Note-B Holders. Concurrently with the payment of the Basic Term or Defaulted Loan Purchase Price, the Renewal Term, as Note-A Holders shall execute and deliver assignment documentation that will effect the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment assignment of the purchase priceNote A and the Loan Documents without recourse, together with all representation or warranty, other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty than as to the absence Note-A Holders’ ownership free and clear of Lessor's Liensall liens. Lessor Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to make any other representation or warranty as to accept a deed-in-lieu of foreclosure without providing the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesNote-B Holders at least thirty (30) days prior written notice thereof.

Purchase Option. Provided that Lessee shall have duly given Subject to the notice required by Section 22.2 terms, conditions and provisions set forth in this Section, the Guarantor or any Person(s) designated by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal Guarantor to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then Company in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements writing (including, without limitation, any Lessee(s)) ("Designated Purchaser(s)") shall during the Option Period (defined below) have the option (the "Purchase Option") to purchase from the Company all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, of the Company's interest in each Leased Property at the Purchase Price provided for in Section 2.2 hereof, as adjusted to give effect to any deemed payment thereof as provided for in Section 2.3 hereof provided, however, that no such designation shall cause the Guarantor to be released from any obligation under this Agreement, or any Lessee to be released from any obligation under its Lease. Such option must be exercised by written notice to the Company at any time during the Option Period, which exercise shall be irrevocable. Such purchase shall be closed on April 1, 2000. If the Purchase Option with respect to any Lease Property is exercised pursuant to the foregoing, then, subject to the provisions set forth in this Section, one such closing date, the Company shall convey to such Designated Purchaser(s), and under each such Designated Purchaser(s) shall purchase from the Company, the Company's interest in such Leased Property. If Guarantor fails to exercise the Purchase Option with respect to any Leased Property during the applicable Option Period, then the Purchase Option with respect to all Leased Property shall thereupon automatically terminate without any further action of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other mattersCompany, and may specifically disclaim any such representations the Purchase Option with respect to all Leased Property shall thereafter be of no force or warrantieseffect.

Purchase Option. Provided that Subject to the conditions stated herein, Lessor hereby grants to Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation a non-assignable option to purchase all all, but not less than all, of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, Equipment described in this Lease at the expiration of the Basic Term, or, if a Renewal Initial Term is then in effect, at the end of such Renewal Term at a price or any renewal hereof for an amount equal to the Fair Market Sales Value then fair market value of such Unitsthe Equipment (herein the "Option Price"). The fair market value of the Equipment shall be determined by mutual agreement between the parties or if a dispute arises, plus then by an independent appraiser selected by Lessor, at Xxxxxx's expense. Lessee's right to purchase said Equipment is contingent upon all other amounts due and owing by of the following: (i) no default or Event of Default on the part of Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Unitsthis Lease, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and Agreement or any other amounts then due agreement between Lessor and Lesse shall have occurred and be continuing in Lessor's sole determination; and (ii) Lessor shall have received Lessee's Notice of Intent to Owner Participantpurchase at least ninety (90) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end date upon which the Initial Term or renewal term expires, as the case may be; and (iii) least thirty (30) days prior to the expiration date of the Basic Initial Term or the Renewal Termrenewal term, as the case may be, of its election Lessor shall have received in cash a sum equal to exercise (i) the purchase option provided for Option Price and (ii) all taxes, whether currently in this Section 22.3existence or hereafter enacted, which notice shall be irrevocable. Payment or become due and payable directly or indirectly as a result of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each sale or transfer of the Other Leases) shall be made at Equipment, except Lessee may provide Lessor with a certificate of exemption or other similar document with respect to such taxes. It is expressly understood by the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all rightparties hereto that any purchase hereunder SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, title and interest EXPRESS OR IMPLIED, on the part of Lessor in and to such Units that Lessor sells the Equipment hereunder on an a "as-isAS IS," "where-isWHERE IS" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesbasis.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall will have the right andright, at its option and upon ten (10) months prior written notice (which notice shall be irrevocable) to Lessor prior to expiration of the giving of such notice under this Section 22.3Lease Term, the obligation to purchase all (but not less than all) of the Units Sites then subject to the Lease Supplements at a price equal to the greater of Purchase Option Exercise Amount (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00the "Purchase Option"). If Lessee shall have elected to purchase the Sites, at the expiration Lessor shall, upon discharge of the Basic TermLien of the Mortgages pursuant to the provisions thereof, orand the payment in full of an amount sufficient to retire the Notes and pay in full the Equity Amount, and the payment of all accrued but unpaid Rent and breakage fees, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Unitsany, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all Supplemental Rent), fees and expenses then unpaid Policy Provider Amounts anddue and payable, without duplication, transfer by quitclaim deed (or quitclaim ground lease assignment) all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all Lessor's right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a the Sites to Lessee or its designee, without recourse or warranty (except as to the absence of Lessor Liens), and re-assign to Lessee, as Construction Agent, any Construction Documents previously assigned by Lessee, as Construction Agent, to Lessor's Liens, against payment by Lessee of the Purchase Option Exercise Amount in immediately available funds. Lessor Lessee, at its option, may assign its right to exercise the Purchase Option by written notice thereof to Agent and Lessor; provided that (i) Lessee shall not be required to make bound by any other representation or warranty as exercise of the Purchase Option by the assignee, (ii) such assignee shall be bound by the provisions of this Article VI applicable to the condition of such Units or any other mattersPurchase Option, and may specifically disclaim any (iii) no such representations or warranties.assignment shall release Lessee from its obligations under this

Purchase Option. Provided (a) The Senior Indebtedness Representative, on behalf of itself and the holders of Senior Indebtedness, agrees that Lessee shall have duly given if (i) an Event of Default under the notice required Senior Revolving Credit Documents has occurred and is continuing, and as a result of such Event of Default under the Senior Revolving Credit Documents (A) the Senior Indebtedness has been accelerated and/or (B) the Required Lenders are pursuing remedies of foreclosure against the Collateral (the “Trigger Event”), or (ii) an Insolvency or Liquidation Proceeding is commenced by Section 22.2 and by or against the next succeeding sentence of this Section 22.3Borrower or any other Obligor, Lessee then the Term Claimholders shall have the right and, upon the giving of such notice under this Section 22.3, the obligation and option to purchase the entire aggregate amount of outstanding Senior Indebtedness (including unfunded commitments), at a price of not less than par, plus all accrued and unpaid interest and fees, together with cash collateral for all outstanding letters of credit in an amount equal to 105% of the Units undrawn and available amount consistent with all other Senior Revolving Credit Documents of all letters of credit outstanding under the Senior Revolving Credit Documents, and a payment for all then outstanding Eligible Swap Agreements at a price equal to the greater sum of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments amounts then due in respect of such Eligible Swap Agreements plus or minus a net amount quoted by the UnitsSenior Revolving Claimholder party to such Eligible Swap Agreement that would be paid to assign or novate each such Eligible Swap Agreement in the ordinary course of its business. Such sale shall be without warranty or representation or recourse other than as provided in standard LSTA documentation for par trades. To exercise the option following a Trigger Event, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee Term Administrative Agent shall give Lessor deliver a written notice not less than 360 days and not more than 720 days prior to the end of Senior Indebtedness Representative and the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3Senior Revolving Lenders, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on deemed an "as-is" "where-is" basis and containing a warranty as irrevocable offer to the absence of Lessor's Liens. Lessor shall not be required Senior Revolving Claimholders to make any other representation or warranty as to purchase the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesSenior Indebtedness on the terms set forth in this Section (the “Purchase Notice”).

Purchase Option. Provided that Lessee The Buyer shall have duly given notify the Seller of the Decertification within 30 days of its occurrence. Within the earlier of the third anniversary of the notice required by Section 22.2 and by of Decertification from the next succeeding sentence Buyer or the fifth anniversary of this Section 22.3the Closing Date, Lessee Enron Corp. or any of its Affiliates shall have the right option to elect in writing to purchase a minimum of a 25%, and a maximum of a 33 1/3%, undivided interest in the Assets and, upon the giving of such notice under this Section 22.3if applicable, the obligation to purchase all High Island Lateral, in exchange for a proportionate amount of the Units at Purchase Price, plus a price equal proportionate share of any capital improvements or additions made to the greater Assets and, if applicable, the High Island Lateral subsequent to the Effective Time, free and clear of (i) Fair Market Sales Value of such Units any Liens, other than Permitted Encumbrances. Such acquisition would be on terms and (ii) $6,876,188.00conditions substantially similar to those contained in this Agreement, at to the expiration extent applicable. The parties shall cooperate with each other to close the acquisition of the Basic Term, or, if a Renewal Term is then in effect, at the end of undivided interest as promptly as practicable and such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant acquisition shall be entitled under the terms effective as of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect date of the Units, the sum closing. Enron Corp. or one of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Termits Affiliates, as the case may be, shall execute such documents as are reasonably required by Buyer with respect to such acquisition of the undivided interest, including documents which provide that (a) Black Marlin shall be the sole operator of the Assets and, if applicable, the High Island Lateral, (b) the costs, expenses and revenues relating to the operation of the Assets shall be proportionately shared by the owners of the Assets and, if applicable, the High Island Lateral, (c) the interest in the Assets and, if possible, the High Island Lateral acquired by Enron Corp. or one of its election to exercise the purchase option provided for in this Section 22.3, which notice Affiliates shall be irrevocable. Payment subject to a right of first refusal held by Black Marlin in the purchase price, together with event (and to the extent) such entity desires to transfer all other amounts due and owing by Lessee under or a portion of its undivided interest in the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts Assets and, without duplicationif applicable, all then unpaid Policy Provider Reimbursement Coststhe High Island Lateral to an unaffiliated third party, in each under this Lease and under each (d) information disclosed to Enron Corp. or one of its Affiliates, relating to the Other Leases) Assets shall be made at confidential. Seller and its Affiliates shall keep confidential and not disclose the place existence or terms of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesthis option.

Purchase Option. Provided that Lessee shall have duly given (a) If during the notice required by Section 22.2 and by the next succeeding sentence first or second Company Year a Sunrise Change of this Section 22.3Control Event occurs, Lessee Sunrise or its successor, as applicable, shall have the right andoption to purchase, upon exercisable in such party’s sole discretion, one hundred percent (100%) of CHT’s Interest in the giving of Company (such notice under this Section 22.3option, the obligation “Change of Control Purchase Option”). The Change of Control Purchase Option shall be exercisable by Sunrise or its successor, as applicable, delivering prior written notice to CHT within ninety (90) days following the date upon which a Sunrise Change of Control Event occurs (the “Change of Control Purchase Option Notice”) in accordance with the requirements of Section 13.2. If Sunrise or its successor, as applicable, exercises the Change of Control Purchase Option, CHT will be paid a purchase all of the Units at a price equal to the greater sum of (x) the applicable Payment Amount, plus (y) the amount of CHT’s Total Capital Contribution, less (i) Fair Market Sales Value of such Units all amounts previously distributed to CHT pursuant to and in accordance with Sections 8.1(a)(i) and 8.2(a)(i) hereof, and (ii) $6,876,188.00provided if Section 8.3(b) hereof has not been deemed to be of no further force and effect pursuant to Section 9.5(a)(iii) or Section 9.5(a)(iv) above, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price an amount equal to the Fair Market Sales Value aggregate sum of all future Quarterly Interest Rate Differential Amounts applicable to each quarter occurring from and after the date of the closing of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Accountpurchase, as such amounts are set forth on Schedule 1.2 as in effect as of the date the closing of such purchase (the “Change of Control Purchase Price”). For purposes of calculating the Change of Control Purchase Price, any amounts paid to CHT by Sunrise with respect to any claim for breach of obligations, representations or warranties of Sunrise under the Transfer Agreement in accordance with the terms are defined thereof, whether in settlement of such claim or pursuant to a judgment issued against Sunrise or the Company in connection with such claim or otherwise, shall be credited at closing against the Change of Control Purchase Price. For purposes of clarity, the Change of Control Purchase Option shall apply to CHT’s Interest in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement Company but not to receive, and does receive, taking into account all Basic Rent payments any interest in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesCHT.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 (a) If (i) no Event of Default, and by the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon no event which with the giving of such notice under this Section 22.3or lapse of time, the obligation or both, would constitute an Event of Default, has occurred and then remains unremedied to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units Lessor's satisfaction, and (ii) $6,876,188.00this Lease shall not have been earlier terminated, Lessee shall be entitled, at its option, upon written notice to Lessor, as hereinafter provided, to purchase all, but not less than all, items of the Equipment then subject to a Rental Schedule, at the expiration of the Basic TermPrimary Term for such items of the Equipment or, as the case may be, at the expiration of any Renewal Term for such items of the Equipment, for an amount, with respect to each such item of the Equipment, payable in immediately available funds, equal to the Fair Market Value thereof as determined by an Appraisal, plus any applicable sales, excise or other taxes imposed as a result of such sale (other than net income taxes attributable to such sale). Lessor's sale of any item of the Equipment shall be on an "as-is", "where-is" basis, without any representation or warranty by or recourse to Lessor, as provided by the provisions of this Master Lease on disclaimer of warranties, and shall be subject to such additional terms and conditions as may be specified in the Rental Schedule. If Lessee intends to exercise said purchase option, Lessee shall give written notice to Lessor to such effect at least 180 days prior to the earliest expiration of the Primary Term of the item(s) of the Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise its purchase option, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 least 180 days prior to the end earliest expiration of the Basic then current Renewal Term or of the Renewal Term, as item(s) of the case may be, of its election Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise the its purchase option provided for in this Section 22.3option. If Lessee fails to give such written notice to Lessor as aforesaid, which notice it shall be irrevocableconclusively presumed that Lessee has elected not to exercise such purchase option. Payment of the purchase priceIf Lessee gives such written notice, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring obligated to buy, and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required obligated to make any other representation or warranty as to sell, such Equipment on the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesterms herein provided.

Purchase Option. Provided that Lessee shall have duly given the no Event of Default, and no event which with lapse of time or giving of notice required by Section 22.2 and by the next succeeding sentence or both would become an Event of this Section 22.3Default, has occurred, Lessee shall have the right andmay elect, upon the by giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 one hundred eighty (180) days and but not more than 720 two hundred forty (240) days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, written notice (which notice shall be irrevocable. Payment irrevocable without Lessor’s written consent), to purchase all, but not less than all, Equipment (the “Purchased Equipment”) as of the last day of the Base Term. In the event Lessee elects to purchase pricethe Purchased Equipment from Lessor, it shall pay to Lessor on the date of expiration of the Base Term an amount equal to Twenty Four and Fifteen One-Hundredths Percent (24.15%) of the Lessor’s Cost set forth on the Schedule together with all other amounts due under such Schedule with respect to the Purchased Equipment plus applicable Taxes and owing by other amounts due or payable with respect to such sale. All Purchased Equipment shall be sold to Lessee under the Operative Agreements (includingon an AS IS, WHERE IS BASIS, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, recourse or warranty (except that Lessor has whatever title (if any) to the Equipment that was conveyed to it by the Vendor free of any security interest arising solely by reason of a claim against Lessor that Lessee is not responsible to remove pursuant to this Lease). Lessor and Lessee agree that the percentage multiplied by Lessor’s Cost in each under this Lease and under each Section 5.2 is a reasonable estimate of the Other Leasesfair market value of the Equipment at the end of the Base Term. Notwithstanding anything to the contrary herein, Lessee hereby agrees that: (a) Lessee’s exercise of its Purchase Option with respect to Equipment leased pursuant to one Schedule shall be made automatically deemed to be an election of its option to purchase all Equipment leased under all other Schedules to this Master Lease at the place end of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition Base Term of such Units or Schedules in accordance with the terms thereof (which notice shall be irrevocable without Lessor’s written consent); and (b) if Lessee elects not to exercise its Purchase Option right with respect to any Schedule, it shall be deemed to have waived its rights to exercise its option to purchase all Equipment leased under all other matters, and may specifically disclaim any such representations or warrantiesSchedules to this Master Lease.

Purchase Option. Provided that the Lessee shall not have duly given notice of its intention to exercise the notice required by Section 22.2 and by Remarketing Option, the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon option (exercisable by giving the giving Lessor irrevocable written notice (the "Purchase Notice") of the Lessee's election to exercise such notice under this Section 22.3, the obligation option) to purchase all of the Units Property on the date specified in such Purchase Notice at a price equal to the greater Lease Balance theretofore accruing (the "Purchase Option Price"). The Lessee may deliver the Purchase Notice to the Lessor not less than three hundred sixty (360) days prior to such purchase. If the Lessee exercises or is deemed to have exercised its option to purchase the Property pursuant to this Section 22.1 (the "Purchase Option"), the Lessor shall transfer to the Lessee or its designee all of the Lessor's right, title and interest in and to the Property as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price in accordance with Section 25.1(a). The Lessee may designate, in a notice given to the Lessor not less than three (i3) Fair Market Sales Value Business Days prior to the closing of such Units and purchase (ii) $6,876,188.00, at the expiration time being of the Basic Termessence), or, the transferee or transferees to whom the conveyance shall be made (if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal other than to the Fair Market Sales Value Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of such Unitsa transferee or transferees shall not cause the Lessee to be released, plus all other amounts due and owing by Lessee fully or partially, from any of its obligations under the Operative Agreementsthis Lease, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all the obligation to pay the Lessor the Lease Balance on such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases)Expiration Date. Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.42 ARTICLE XXIII RENEWAL OPTIONS

Purchase Option. Provided that Lessee shall have duly --------------- given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.322.3 and, in the case of a purchase, Lessee shall have given a corresponding notice under the Other Leases and shall upon the purchase of the Units hereunder concurrently purchase the units under the Other Leases, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of to, at Lessee's option: (i) the Fair Market Sales Value of such Units and (ii) $6,876,188.00Units, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at (other than a price equal Renewal Term pursuant to Section 22.7), or (ii) the Basic Term Purchase Price with respect to the Fair Market Sales Value option at the end of such Unitsthe Basic Term plus in each case, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, payments but so long as the Policy remains in effect without any withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Intercreditor Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 90 days and not more than 720 360 days prior to the end of the Basic Term or the any Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of (a) Notwithstanding anything in this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal Agreement to the greater of contrary, on or at any time after (i) Fair Market Sales Value the commencement of such Units and an Insolvency or Liquidation Proceeding or (ii) $6,876,188.00the acceleration of the Priority Lien Obligations, each of the holders of the Second Lien Debt and each of their respective designated Affiliates (the “Second Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon prior written notice to the expiration Priority Lien Agent, to purchase from the Priority Lien Secured Parties all (but not less than all) (A) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (B) if applicable, loans (including principal, unpaid interest, fees, reasonable attorneys’ fees and legal expenses, but excluding contingent indemnification and reimbursement obligations for which no claim or demand for payment has been made at or prior to such time) provided by any of the Basic Term, or, if Priority Lien Secured Parties in connection with a Renewal Term is then in effect, at DIP Financing that are outstanding on the end date of such Renewal Term at a price equal purchase. Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms Second Lien Trustee a statement of the Collateral Agency Agreement to receiveamount of Priority Lien Debt, other Priority Lien Obligations (other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) and does receiveDIP Financing (including unpaid interest, taking into account all Basic Rent payments fees and expenses and other obligations in respect of the Unitssuch DIP Financing, the sum but excluding contingent indemnification and reimbursement obligations for which no claim or demand for payment has been made at or prior to such time) provided by any of the Accumulated Equity Deficiency Amount Priority Lien Secured Parties, if any, then outstanding and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each the amount of the Other Leases)cash collateral requested by the Priority Lien Agent to be delivered pursuant to Section 3.06(b)(ii) below. Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior The right to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.33.06 will expire unless, which within 10 Business Days after the receipt by the Second Lien Trustee of such notice shall be irrevocable. Payment from the Priority Lien Agent, the Second Lien Trustee delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase priceall (but not less than all) of (A) the Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (B) if applicable, together loans (including principal, unpaid interest, fees, reasonable attorneys’ fees and legal expenses, but excluding contingent indemnification and reimbursement obligations for which no claim or demand for payment has been made at or prior to such time) provided by any of the Priority Lien Secured Parties in connection with all other amounts due a DIP Financing and owing by Lessee under to otherwise complete such purchase on the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each terms set forth under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties3.06.

Purchase Option. Provided that Lessee Tenant shall have duly given not be in monetary default (unless Landlord is paid all actual damages incurred in connection with any such default at or prior to any closing under this Article XXXIII) of any of the notice required by Section 22.2 terms, covenants and by the next succeeding sentence conditions of this Section 22.3Lease, Lessee at any time during the Term through the expiration of the forty-second (42nd) full month of the Term (the "Option Period"), Tenant shall have the right and, upon option (the giving of such notice under this Section 22.3, the obligation "Purchase Option") to purchase all of the Units Demised Premises at a purchase price equal to the greater of difference between (ix) Fair Market Sales Value of such Units Four Million Dollars ($4,000,000), and (iiy) $6,876,188.00the aggregate Basic Rent and any condemnation awards received by Landlord under this Lease through and including the date of closing of title. Tenant may exercise the Purchase Option by delivering to Landlord at least thirty (30) days' prior written notice of its intention to exercise the Purchase Option, at which notice must be given prior to the expiration of the Basic TermOption Period, oras to which time period time shall be of the essence. As a condition to closing, if a Renewal Term is then Tenant shall pay all costs and expenses of any nature incurred by Landlord in effectconnection with the exercise of the Purchase Option by Tenant and transfer of the Demised Premises to Tenant, at the end of such Renewal Term at a price equal including but not limited to the Fair Market Sales Value of such Unitsreasonable attorneys' fees, plus recording fees, transfer taxes and all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and expenses (excluding any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency AgreementLandlord's income taxes), Owner Participant shall be entitled under the terms . The transfer of the Collateral Agency Agreement Demised Premises to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) Tenant shall be made at by corporate special warranty deeds (equivalent to a New York bargain and sale deed with covenants against grantor's acts), subject to no liens in addition to the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring Permitted Title Exceptions other than those created or consented to by Tenant, and assigning to Lessee all right, title and interest of Lessor in and to such Units shall otherwise be on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make basis, without any other representation or warranty made by Landlord as to the condition of such Units or any other mattersmatter relating to the Demised Premises, and may specifically disclaim any such representations or warrantiesincluding but not limited to their physical condition.

Purchase Option. Provided that (a) Except as provided in Section 20.1(b), (c) or (d), Lessee shall not have duly given an option to purchase the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3Equipment before September 1, 2006. On or after September 1, 2006, Lessee shall have the right and, upon option (exercisable by giving Lessor irrevocable written notice (the giving "Purchase Notice") of Lessee's election to exercise such notice under this Section 22.3, option not less than thirty (30) nor more than sixty (60) days prior to the obligation date of purchase pursuant to such option) to purchase all of one or more Units on the Units date specified in such Purchase Notice, at a price equal to the greater of Termination Value (ithe "Purchase Option Price") Fair Market Sales Value (which the parties do not intend to be a "bargain" purchase price) of such Units and (ii) $6,876,188.00Unit or Units; provided, at the expiration however, that Lessee shall only have such option with respect to less than all of the Basic Term, or, Equipment if a Renewal Term is then in effect, at no Lease Default or Lease Event of Default shall have occurred and be continuing and that during the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days twelve month period prior to the end Expiration Date the Lessor can only purchase less than all of the Basic Term Equipment if Lessee has exercised its Expiration Date Purchase Option, or such purchase cures a Lease Default or Lease Event of Default. If Lessee exercises its option to purchase one or more of the Renewal Term, as the case may be, of its election Units pursuant to exercise the purchase option provided for in this Section 22.320.1(a) (the "Purchase Option"), which notice Lessor shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning transfer to Lessee or Lessee's designee all of Lessor's right, title and interest of Lessor in and to such Unit as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price and all Rent and other amounts then due and payable by Lessee under this Lease and any other Operative Agreement, in accordance with Section 19.1, and this Lease shall terminate with respect to such Unit or Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition date of such Units transfer of such Unit or any other matters, and may specifically disclaim any such representations or warrantiesUnits.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.322.3 and, in the case of a purchase, Lessee shall have given a corresponding notice under the Other Lease and shall upon the purchase of the Units hereunder concurrently purchase the units under the Other Lease, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase pur-chase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00Units, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such UnitsTerm, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 90 days and not more than 720 360 days prior to the end of the Basic Term or the any Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx bill of sale transferring and assigning to Lessee all right, title and interest axx xnterest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided that Without limitation of the Lessee's purchase obligation pursuant to SECTIONS 20.2 or 20.3, unless the Lessee shall have duly given notice of its intention to exercise the notice required by Section 22.2 Remarketing Option and by the next succeeding sentence of this Section 22.3Lessor shall have entered into a binding contract to sell the Property, at all times during the Term, including any extensions or renewals permitted hereunder, the Lessee shall have the right andoption (exercisable by giving the Lessor irrevocable written notice (each, upon a "PURCHASE NOTICE") of the giving of Lessee's election to exercise such notice under this Section 22.3option) to purchase, the obligation or to purchase designate a third party to purchase, all of the Units at a price equal to Property (the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement"PURCHASE OPTION"), Owner Participant on the date specified in such Purchase Notice, which date shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments a Payment Date. The purchase price in respect of the Units, Property (the sum of "PURCHASE OPTION PRICE") shall be equal to the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, Asset Termination Value plus in each case under this Lease and under each all other amounts owing in respect of Rent (including Supplemental Rent) theretofore accruing (offsetting against such amount the aggregate amount of the Other LeasesCash Collateral and the Securities Collateral, if any). The Lessee shall give deliver the Purchase Notice to the Lessor written notice not less than 360 days and not more than 720 thirty (30) days prior to the end purchase date. If the Lessee exercises its Purchase Option, pursuant to this SECTION 20.1 (the "PURCHASE OPTION"), the Lessor shall transfer to the Lessee all of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all Lessor's right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis all of the Property, as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make (without duplication) all Rent and all other amounts then due and payable under this Lease and any other representation or warranty as to the condition of such Units or any other mattersOperative Document, and may specifically disclaim any such representations or warrantiesin accordance with SECTION 19.1(a).

Purchase Option. Provided Lessee is not then in default under the terms and conditions of the Lease, and provided no condition has arisen that, with the passage of time or the giving of notice, or both, would create an event of default under the Lease, Lessor hereby grants to Lessee the option to purchase the Building and Real Property provided Lessee provides written notice to Lessor of its desire to exercise such option to purchase the Building and Real Property not later than November 1, 2014. The purchase price shall be the sum of: (a) Six Million and no/100 Dollars ($6,000,000.00) plus (b) the Unamortized Leasehold Improvement Allowance (as such term is hereafter defined) if the option to purchase is exercised on or before November 1, 2013 and the transaction is closed on or before December 31, 2013. The purchase price shall be the sum of: (a) Six Million Fifty Thousand and no/100 Dollars ($6,050,000.00) plus (b) the Unamortized Leasehold Improvement Allowance if the option to purchase is exercised after December 31, 2013 but on or before November 1, 2014 and the transaction is closed on or before December 31, 2014. The other terms and conditions related to such option to purchase shall be substantially as those set forth within that Lessee shall have duly given certain instrument entitled Purchase Agreement dated as of March 16, 2012, by and between Lessor and a wholly-owned subsidiary of the notice required by Section 22.2 and by guarantor of this Lease; provided, however, the next succeeding sentence Parties agree that if matters relating to or arising as a result of the passage of time necessitate a modification to such terms as set for within the Option to Purchase that the Parties will not unreasonably withhold, condition or delay their consent to a request to modify the same provided such modification does not seek to modify the purchase price or to otherwise materially adversely impact a Party. For the purpose of this Section 22.3, Lessee the phrase Unamortized Leasehold Improvement Allowance shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, mean the sum of Six Hundred Thousand and no/100 Dollars (600,000.00) reduced by the Accumulated Equity Deficiency Amount product obtained by multiplying Three Thousand Five hundred and Late Payment Interest related thereto and any other amounts then no/100 Dollars ($3,500) by the number of full calendar months that have expired since the Second Amendment Commencement Date (provided Lessee has paid all monies due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to during such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiestime period).

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of (a) Notwithstanding anything in this Section 22.3, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation to purchase all of the Units at a price equal Agreement to the greater of contrary, on or at any time after (i) Fair Market Sales Value the commencement of such Units and an Insolvency or Liquidation Proceeding, (ii) $6,876,188.00the acceleration of the Priority Lien Obligations or (iii) the exercise by the Priority Lien Agent of remedies with respect to any material portion of the Collateral (each of the foregoing, a “Trigger Event”), each of the Second Lien Secured Parties and each of their respective designated Affiliates (the “Second Lien Purchasers”) will have the right, at its sole option and election (but will not be obligated), at any time upon prior written notice (which shall include the expiration names and notice information of each of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal Second Lien Purchasers) to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under Priority Lien Agent (the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments“Initial Purchase Option Notice”), but only so long as no Second Lien Secured Party has objected to or is challenging the Policy remains in effect without withdrawal from any Reserve Account (amount or validity of the Priority Lien Obligations or the Special Reserves AccountPriority Liens securing the Priority Lien Obligations or the enforceability of the Priority Lien Documents, Bolster Repair Account or Transition Expense Account, as such terms are defined to purchase (in the Collateral Agency Agreement), Owner Participant shall be entitled under manner set forth in Section 3.06(b) below) from the terms Priority Lien Secured Parties both of the Collateral Agency Agreement following in whole but not in part: (x) all (but not less than all) Priority Lien Obligations (including (A) unfunded commitments to receivethe extent not then terminated in accordance with their terms, (B) fees and does receive(C) the amount of any premium, taking into account all Basic Rent payments in respect of the Unitsyield maintenance amount, the sum of the Accumulated Equity Deficiency Amount call protection amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costsmake-whole amount, in each case under with respect to this Lease and under each clause (C) calculated as though NOG had voluntarily prepaid the Priority Lien Obligations in full on the date of purchase of the Other LeasesPriority Lien Obligations). Lessee shall give Lessor written notice , other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and, to the extent that the conditions in clause (f) below are satisfied, other than any Third Party Hedging Obligations, and (y) all (but not less than 360 days all) of any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase (the foregoing clauses (x) and not more than 720 days prior (y), the “Purchasable Obligations”). The Second Lien Purchasers may deliver the Initial Purchase Option Notice at any time within the fifteen day period following the occurrence of any Trigger Event (provided that such period shall commence from the date notice of the applicable Trigger Event is given by the Priority Lien Agent in the case of a Trigger Event described in clauses (ii) or (iii) of the definition thereof) (such period, the “Initial Option Period”). Promptly following the receipt of such Initial Purchase Option Notice, the Priority Lien Agent will deliver to the end Second Lien Purchasers named in such Initial Purchase Option Notice a statement (the “Initial Purchase Option Statement”) of the Basic Term respective amounts of Priority Lien Debt and other Priority Lien Obligations (other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) and DIP Financing provided by any of the Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to Section 3.06(b)(ii) below. The right to purchase provided for in this Section 3.06 will expire unless, within 10 Business Days after the receipt by the Second Lien Purchasers named in the Initial Purchase Option Notice of such Initial Purchase Option Statement from the Priority Lien Agent, the Second Lien Purchasers deliver to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase the Purchasable Obligations in their entirety, and to otherwise complete such purchase on the terms set forth under this Section 3.06. To the extent that the Second Lien Secured Parties either (i) fail to deliver an Initial Purchase Option Notice of the Second Lien Purchasers during the Initial Option Period for any Trigger Event or (ii) fail to deliver an irrevocable commitment of the Renewal TermSecond Lien Purchasers to purchase the Purchasable Obligations in their entirety in accordance with the immediately preceding sentence, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice 3.06 shall permanently expire and be irrevocable. Payment of the purchase price, together no further force and effect with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and respect to such Units on an "as-is" "where-is" basis and containing a warranty as Second Lien Secured Party with respect to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesTrigger Event.

Purchase Option. Provided that the Lessee shall not have duly given notice of its intention to exercise the notice required by Section 22.2 and by Remarketing Option, the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon option on any Payment Date (exercisable by giving the giving Lessor irrevocable written notice (the "Purchase Notice") of the Lessee's election to exercise such notice under this Section 22.3, the obligation option) (a) to purchase all all, and not less than all, of the Units Property on the date specified in such Purchase Notice at a price equal to the greater Lease Balance theretofore accruing or (b) to pay the Lessor the Equity Balance and reduce the amount of the Lease Balance by the amount paid. The Lessee shall deliver the Purchase Notice to the Lessor not less than thirty (i30) Fair Market Sales Value days prior to such purchase or payment of the Equity Balance. If the Lessee exercises its option to pay to the Lessor the Equity Balance pursuant to Section 22.1(b), the Lessee shall comply with Section 33.12. If the Lessee exercises its option to purchase the Property pursuant to Section 22.1(a) (the "Purchase Option"), the Lessor shall transfer to the Lessee or its designee all of the Lessor's right, title and interest in and to the Property as of the date specified in the Purchase Notice upon receipt of the Lease Balance in accordance with Section 25.1. Subject to Section 12.4 and with the consent of the Lessor, which consent shall not be unreasonably withheld, the Lessee may assign the Purchase Option to any Person. The Lessee may designate, in a notice given to the Lessor not less than five (5) Business Days prior to the closing of such Units and purchase (ii) $6,876,188.00, at the expiration time being of the Basic Termessence), or, the transferee or transferees to whom the conveyance shall be made (if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal other than to the Fair Market Sales Value Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of such Unitsa transferee or transferees shall not cause the Lessee to be released, plus all other amounts due and owing by Lessee fully or partially, from any of its obligations under the Operative Agreementsthis Lease, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all the obligation to pay the Lessor the Lease Balance on the Expiration Date. All such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant transfers shall be entitled under subject to compliance with the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesHeller Loan Documents.

Purchase Option. Provided that Lessee shall have duly given Subject to the notice required by Section 22.2 and by the next succeeding sentence terms of this Section 22.32.5, Lessee shall have a recurring option (the right and“Purchase Option”) to purchase Lessor’s fee simple interest in the Demised Land and Lessor’s Improvements (including the Aerojet Buildings), upon the giving of such notice together with comparable easements, utility and service rights and obligations as then currently in place under this Section 22.3Lease, at any time, in exchange for payment of a purchase price in the obligation amount of One Thousand Dollars ($1,000.00); provided, however, that Lessee shall not be entitled to purchase all of exercise the Units at a price equal to the greater of Purchase Option until such time (i) Fair Market Sales Value of such Units and as the United States Environmental Protection Agency has delisted the Demised Land as a Superfund site, (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal Lessee shall have committed to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent pay to Seller (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Purchase Agreement), Owner Participant shall be entitled at or prior to the closing of Lessee’s purchase of the Demised Land, the full principal amount due to Seller under the terms Notes (as defined in the Purchase Agreement) and any interest owed thereon, and under the Earn Out (as defined in the Purchase Agreement), and (iii) Lessee shall have committed to pay to Seller, at or prior to the closing of Lessee’s purchase of the Collateral Agency Agreement Demised Land, any and all monies (including interest) due to receiveSeller under the Earn Out (as defined in the Purchase Agreement). The foregoing three (3) conditions are the only conditions to Lessee’s exercise of the Purchase Option; provided, however, that the Purchase Option shall terminate and be of no further force or effect if and when this Lease is terminated, regardless how such termination is effected, and does receiveshall not be effective or binding upon Lessor after any such termination of this Lease. The Purchase Option must be exercised, taking into account all Basic Rent payments in respect of the Unitsif at all, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor by written notice (“Purchase Notice”) from Lessee to Lessor given not less than 360 days and not six (6) months, or more than 720 days twelve (12) months, prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election date Lessee desires to exercise the purchase option provided for in this Section 22.3, which notice acquire Lessor’s fee interest. Any such Purchase Notice given by Lessee to Lessor shall be irrevocable, which purchase notice shall not constitute notice under Section 2.8(d). Payment The deed transferring the property to Lessee shall include any environmental and other use restrictions necessary as provided in Section 2.2 of Exhibit “G”. Upon Lessee’s delivery of the Purchase Notice, the parties will execute a purchase priceagreement substantially in the form of Exhibit “J” attached hereto and made a part hereof, together with all which will provide, among other amounts due and owing by Lessee under matters the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.following:

Purchase Option. Provided that the Lessee shall not have duly given --------------- notice of its intention to exercise the notice required by Section 22.2 and by Remarketing Option, the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon option on any Payment Date after the giving of such notice under this Section 22.3, the obligation to purchase all second anniversary of the Units Start-Up Date (exercisable by giving the Lessor irrevocable written notice (the "Purchase -------- Notice") of the Lessee's election to exercise such option) to (a) purchase all, ------ and not less than all, of the Property on the date specified in such Purchase Notice at a price equal to the greater Lease Balance theretofore accruing or (b) pay the Lessor the Equity Balance and reduce the amount of the Lease Balance by the amount paid. The Lessee shall deliver the Purchase Notice to the Lessor not less than thirty (i30) Fair Market Sales Value days prior to such purchase or payment of the Equity Balance. If the Lessee exercises its option to purchase the Property pursuant to Section ------- 22.1(a) (the "Purchase Option"), the Lessor shall transfer to the Lessee or its ------- --------------- designee all of the Lessor's right, title and interest in and to the Property as of the date specified in the Purchase Notice upon receipt of the Lease Balance in accordance with Section 25.1. Subject to Section 12.4 and with the consent of ------------ ------------ the Lessor the Lessee may assign the Purchase Option to any Person. The Lessee may designate, in a notice given to the Lessor not less than five (5) Business Days prior to the closing of such Units and purchase (ii) $6,876,188.00, at the expiration time being of the Basic Termessence), or, the transferee or transferees to whom the conveyance shall be made (if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal other than to the Fair Market Sales Value Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that -------- ------- such designation of such Unitsa transferee or transferees shall not cause the Lessee to be released, plus all other amounts due and owing by Lessee fully or partially, from any of its obligations under the Operative Agreementsthis Lease, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or obligation to pay the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in Lessor the Collateral Agency Agreement), Owner Participant shall be entitled under Lease Balance on the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesExpiration Date.

Purchase Option. Provided that Lessee shall have duly given Without limitation of the notice required by Section 22.2 and by Lessee's purchase obligation pursuant to Sections 18.2 or 18.3, the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon option at any time (exercisable by giving the giving Lessor irrevocable written notice (the "Purchase Notice") of the Lessee's election to exercise such notice under this Section 22.3, the obligation option) to purchase all of the Units Improvements on the date specified in such Purchase Notice at a price equal to the greater of Lease Balance(the "Purchase Option Price") (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due owing in respect of Rent including Supplemental Rent theretofore accruing), provided, however, that Lessee may only give notice of and owing by Lessee exercise the Purchase Option (hereinafter defined) under this Section 18.1 simultaneously with and on the Operative Agreementssame date of Lessee's exercise of its rights with respect to all "Improvements" under Section 18.1 of the Existing Lease, includingas such term is defined in the Existing Lease, without limitation, Late Payment Interest and any unpaid Rent may only exercise its rights under Section 18.1 of the Existing Lease with respect to all "Improvements" (so that, after receipt and application of all such payments, but so long as not merely with respect to the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, "Manufacturing Facility") as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receiveExisting Lease, and does receive, taking into account all Basic Rent payments in respect may only do so simultaneously with its exercise of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case its rights under this Lease and under each of the Other Leases)Section 18.1. The Lessee shall give deliver the Purchase Notice to the Lessor written notice not more than three hundred sixty (360) days and not less than 360 days and not more than 720 ninety (90) days prior to such purchase. If the end Lessee exercises its option to purchase the Improvements pursuant to this Section 18.1 (the "Purchase Option"), the Lessor shall transfer to the Lessee or its designee all of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all Lessor's right, title and interest of Lessor in and to the Improvements as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price in accordance with Section 21.1(a) and the "Purchase Option Price" as such Units on an "as-is" "where-is" basis and containing a warranty as to term is defined in the absence Existing Lease in accordance with Section 21.1(a) of Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesExisting Lease.

Purchase Option. Provided that Lessee no Lease Default or Lease Event --------------- of Default shall have duly given the notice required by Section 22.2 occurred and by the next succeeding sentence of this Section 22.3be continuing, Lessee shall have the right andoption (exercisable by giving Lessor irrevocable written notice (the "Purchase Notice") --------------- of Lessee's election, upon which election shall be irrevocable, to exercise such option not less than ten (10) days prior to the giving date of purchase pursuant to such notice under this Section 22.3, the obligation option) to purchase all one or more of the Units Properties on the date specified in such Purchase Notice, which date must occur prior to the date which is twelve months prior to the Maturity Date, at a price equal to the greater of Termination Value (ithe "Purchase Option Price") Fair Market Sales Value (which the parties --------------------- do not intend to be a "bargain" purchase price) of such Units and (ii) $6,876,188.00, at the expiration Property. If Lessee exercises its option to purchase one or more of the Basic Term, or, if a Renewal Term is then in effect, at Properties pursuant to this Section 20.1 (the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement"Purchase Option"), Owner Participant Lessor shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning quitclaim to Lessee or --------------- Lessee's designee all of Lessor's right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis Property as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price, including all Rent and containing a warranty as to the absence of Lessor's Liens. Lessor shall not be required to make other amounts then due and payable under this Lease and any other representation or warranty as to the condition of such Units or any other mattersOperative Agreement, and may specifically disclaim any such representations or warrantiesin accordance with Section 19.1.

Purchase Option. Provided that Lessee shall have duly given (a) Without prejudice to the notice required by Section 22.2 enforcement of the rights and by remedies of the next succeeding sentence of this Section 22.3, Lessee shall have the right and, upon the giving of such notice Term A Lenders under this Section 22.3Agreement or the other Loan Documents, the obligation to purchase all of the Units at a price equal to the greater of any time after (i) Fair Market Sales Value receipt by the Required Term B Lenders of such Units and written notice from the Required Term A Lenders of the intent of the Required Term A Lenders to accelerate the Loans following the occurrence of an Event of Default or to exercise secured creditor remedies, or to direct any Agent to do any of the foregoing (a "Remedies Notice"), (ii) $6,876,188.00, at the expiration commencement of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments Insolvency Proceeding in respect of any Loan Party, (iii) the Unitsoccurrence of an Event of Default, or (iv) the Required Term A Lenders have not consented to or have withheld their consent to any proposed amendment, modification or waiver of this Agreement or any other Loan Document that has been approved in writing by the Required Term B Lenders but that has not been approved by the Required Term A Lenders, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and Required Lenders or all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end of the Basic Term or the Renewal TermLenders, as the case may bebe (each a "Triggering Event"), the Term B Lenders shall have the option (but not the obligation) by delivery of its election irrevocable written notice to exercise the Administrative Agent (a "Purchase Notice") to purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment from the Term A Lenders all (but not less than all) of the purchase price, together with outstanding Term A Loans and to assume all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each but not less than all) of the Other Leasesoutstanding Term A Loan Commitments, provided that such purchase and sale will not conflict with any Law applicable to any Term A Lender. The Required Term A Lenders shall deliver to the Required Term B Lenders any Remedies Notice (A) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the absence of Lessor's Liens. Lessor shall Exigent Circumstances, not be required less than five (5) Business Days prior to make taking any other representation actions described in (a)(i) above or warranty (B) if Exigent Circumstances exist, as to soon as practicable and in any event contemporaneously with the condition taking of such Units or any other matters, and may specifically disclaim any such representations or warrantiesaction.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3On each Base Rental Payment due date, Lessee shall have the right and, upon the giving of such notice under this Section 22.3, the obligation an option to purchase the Equipment for an amount equal to (a) the Rental Payment then due plus (b) the Termination Value set forth in each Exhibit B. Lessee’s right hereunder shall be conditioned upon Lessee’s having performed all terms and conditions hereof in a timely fashion and no Event of Default shall have occurred either during the term of the Units at a price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, Lease nor at the expiration of the Basic Termtime this option to purchase is sought to be exercised. Further, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Accountshall, as such terms are defined in the Collateral Agency Agreement)a condition precedent, Owner Participant shall be entitled under the terms give notice of the Collateral Agency Agreement its intention to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participantexercise its option at least thirty (30) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 days prior to the end date upon which it seeks to exercise said right. At such time as Lessee shall have fully paid the total Rental Payments for the entire Lease Term under each Schedule and Lessee shall have fully paid and performed all other obligations hereunder and thereunder and provided no Event of Default has occurred and is continuing, Lessee may at its option pay to Lessor the sum of ONE DOLLAR ($1.00), whereupon Lessor shall transfer and convey all of its right, title and interest in the Equipment under such Schedule to Lessee as is, where is, without warranty, express or implied, except Lessor will warrant to Lessee that the Equipment is free and clear of any liens created by Lessor. On the date of receipt of the Basic total Rental Payments for the entire Lease Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each Schedule and the sum of the Other Leases) $1.00, Lessor shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning deliver to Lessee such deeds, releases, bills of sale, certificates of title and other documents and instruments as Lessee shall reasonably require to evidence the transfer of all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as Equipment to the absence Lessee free and clear of all liens and encumbrances created by or arising, directly or indirectly, through Lessor's Liens. Lessor shall not be required to make any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warranties.

Purchase Option. Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, The Lessee shall have the right and, upon option (exercisable by --------------- giving the giving Lessor irrevocable written notice (the "Purchase Notice") of the --------------- Lessee's election to exercise such notice under this Section 22.3, the obligation option) to purchase all all, and not less than all, of the Units Properties and the Loans on or after February 2, 2003, and prior to the Expiration Date at a purchase price equal to the greater of (i) Fair Market Sales Value of such Units and (ii) $6,876,188.00, at Purchase Option Price. The Lessee shall deliver the expiration of the Basic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal Purchase Notice to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (so that, after receipt and application of all such payments, but so long as the Policy remains in effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice not less than 360 days and not more than 720 90 days prior to the end proposed closing date for the transfer of the Basic Term or Properties and the Renewal TermLoans (the "Purchase Option Closing Date"), as which date shall in no event be ---------------------------- later than the case may be, of Expiration Date. If the Lessee exercises its election option to exercise purchase the purchase option provided for in Properties and the Loans pursuant to this Section 22.321.1 (the "Purchase ------------ -------- Option"), which notice the Lessor shall be irrevocable. Payment transfer to the Lessee or its designee all of the purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to Lessee all ------ Lessor's right, title and interest of Lessor in and to such Units the Properties and the Loans upon receipt of the Purchase Price on an "as-is" "where-is" basis and containing the Purchase Option Closing Date. The Lessee may designate, in a warranty as notice given to the absence Lessor not less than ten Business Days prior to the closing of Lessor's Liens. Lessor such purchase (time being of the essence), the transferee or transferees to whom the conveyances shall be made (if other than to the Lessee), in which case such conveyances shall (subject to the terms and conditions set forth herein) be made to such designee or designees; provided, -------- however, that such designation of a transferee or transferees shall not cause ------- the Lessee to be required to make released, fully or partially, from any other representation or warranty as to the condition of such Units or any other matters, and may specifically disclaim any such representations or warrantiesits obligations under this Lease.