Common use of Purchase Option Clause in Contracts

Purchase Option. (a) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6.

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time after (i) the continuance commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersExisting Senior Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by New Senior Obligations and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “New Senior Obligation Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect Existing Senior Administrative Agent, to purchase a portion from the Existing Senior Secured Parties all (but not less than all) Existing Senior Obligations (including unfunded commitments then in effect) other than any Existing Senior Obligations constituting Excess Existing Senior Obligations and any loans provided by any of the Working Capital Facility Indebtedness from Existing Senior Secured Parties in connection with a DIP Financing that are outstanding on the Working Capital Facility Lendersdate of such purchase. Promptly following the receipt of such notice, ratably in proportion the Existing Senior Administrative Agent will deliver to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral New Senior Administrative Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt a statement of the information required amount of Existing Senior Obligations, (other than any Existing Senior Obligations constituting Excess Existing Senior Obligations) and DIP Financing provided by any of the Existing Senior Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Existing Senior Administrative Agent to be delivered pursuant to clauses Section 3.10(b)(ii) below. The right to purchase provided for in this Section 3.10 will expire unless, within 10 Business Days after the receipt by the New Senior Administrative Agent of such notice from the Existing Senior Administrative Agent, the New Senior Administrative Agent delivers to the Existing Senior Administrative Agent an irrevocable commitment of the New Senior Obligation Purchasers to purchase all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Existing Senior Obligations (including unfunded commitments) other than any Existing Senior Obligations constituting Excess Existing Senior Obligations and any loans provided by any of the Working Capital Facility Indebtedness; provided, further, that Existing Senior Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.10.

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time after (i) the continuance commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersPriority Lien Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by Second Lien Debt and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Second Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Priority Lien Agent, to purchase from the Priority Lien Secured Parties all (but not less than all) Priority Lien Obligations (including unfunded commitments then in effect) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and 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 Second Lien Collateral Agent to elect to purchase a portion statement of the Working Capital Facility Indebtedness from the Working Capital Facility Lendersamount of Priority Lien Debt, ratably in proportion to the outstanding other Priority Lien Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt and DIP Financing provided by any of the information required 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 clauses 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 Collateral Agent of such notice from the Priority Lien Agent, the Second Lien Collateral Agent delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and any loans provided by any of the Working Capital Facility Indebtedness; provided, further, that Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06.

Purchase Option. If there is (a) Upon an acceleration of the occurrence and during First Lien Obligations in accordance with the continuance of First Lien Loan Agreement, (b) an Event of Default arising from the failure of a Borrower to make any payment in respect of principal, interest or an event of default fees (other than administrative agency or collateral agency fees) under the Working Capital Facility Documents First Lien Loan Agreement that is not cured waived by the First Lien Creditors, within 45 days of its occurrence, or waived (c) the commencement of an Insolvency Proceeding (each a “Purchase Event”), then Second Lien Creditors may within thirty 15 Business Days of notice from the First Lien Agent pursuant to clause (30a) days, the Interim Notes Collateral Agent on behalf or (b) above or within 15 Business Days of the Interim Notes Noteholders, and first Purchase Event to occur under clause (c) above (as the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each casecase may be, the “Purchasable PortionPurchase Deadline”), and not afterwards, purchase all, but not less than all, of the First Lien Obligations (the “Purchase Obligations”) for the Purchase Price. Notwithstanding anything in the First Lien Documents to the contrary, no consent of any Obligor to such purchase shall be required. Such notice purchase will (1) include all principal of, and all accrued and unpaid interest, fees, and expenses in respect of, all First Lien Obligations, and all other First Lien Obligations, outstanding at the time of purchase, (2) be made pursuant to an “Exercise NoticeAssignment” (as such term is defined in the First Lien Loan Agreement, but including only those representations and warranties of the Assignor thereunder as are specified in Section 5.6), whereby the Second Lien Creditors will assume all funding commitments and Obligations of First Lien Creditors under the First Lien Documents, and (3) otherwise be subject to the terms and conditions of this Section 5. Each First Lien Creditor will retain all rights to indemnification provided in the relevant First Lien Documents for all claims and other amounts relating to facts and circumstances relating to such First Lien Creditor’s holdings of the First Lien Obligations (except to the extent such claims and other amounts were included in the Purchase Price). No amendment, modification or waiver following any purchase under this Section 5 of any indemnification provisions under the First Lien Documents shall be effective as to any First Lien Creditor or any Affiliate or officer, director, employee or other related indemnified person of such First Lien Creditor (“Indemnified First Lien Person”) without the prior written consent of such Indemnified First Lien Person, and such indemnification provisions shall continue in full force and effect for the benefit of the Indemnified First Lien Persons whether or not any First Lien Documents otherwise remain in effect. Notwithstanding the occurrence of a Purchase Event, the delivery of a Purchase Notice or the existence or operation of the terms in this Section 5, the First Lien Creditors may take or refrain from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocabletaking any Enforcement Action at any time; provided, that following the Interim Notes Collateral Agent or Pari Passu Collateral Agentdelivery of a Purchase Notice, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior First Lien Creditors may only take an Enforcement Action to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this extent set forth in Section 5.65.2(b).

Purchase Option. (a) Upon In consideration of the occurrence and during transactions contemplated hereby, if after the continuance date hereof Seller or any of an Event its Affiliates are required to, or otherwise determine to, divest individual Medicare Advantage plan Contracts in addition to the Conveyed Medicare Advantage Contracts (the portion of Default or an event of default under such Contracts covering the Working Capital Facility Documents that is not cured or waived within thirty (30) daysapplicable geographies to be divested, the Interim Notes Collateral Agent on behalf “Additional Contracts”) in connection with the Humana Acquisition and prior to the closing of the Interim Notes NoteholdersHumana Acquisition, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Purchaser shall have the exclusive irrevocable option (the “Option”) to purchase, free and clear of any Liens except Permitted Liens, the Additional Contracts on terms substantially identical to those set forth in this Agreement at any time upon five (5a purchase price calculated on a per-Enrollee basis of the amount per Enrollee set forth on Section 5.20(a) Business Days’ prior written notice of the Seller Disclosure Schedules, to be adjusted proportionally based on deviation in premium revenue and medical benefit ratio for such Additional Contracts as compared to the Working Capital Facility Collateral Agent Conveyed Medicare Advantage Contracts and such other metrics as the parties shall mutually agree upon. Seller shall provide prompt notice in writing to elect Purchaser of its intention to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, divest such Additional Contracts and Purchaser shall have the right within ten to irrevocably exercise the Option with respect to all (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (bbut not less than all) of the definition Additional Contracts within 15 days of “Qualified Indemnification Claim” to revoke receipt of such notice by providing irrevocable written notice of such election to purchase such portion of the Working Capital Facility IndebtednessSeller; provided, furtherhowever, that such revocation is if Purchaser shall notify Seller in writing duly signed by within such 15-day period that it is diligently and in good faith pursuing financing sources to enable it to exercise the Interim Notes Collateral Agent Option, then Purchaser shall have up to a total (including the initial 15 days) of 30 days to provide such notice of election to Seller (such 15-day or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten30-day period, the “Option Exercise Period”). Neither Purchaser acknowledges and agrees that it will exercise the Existing Notes Collateral Agent nor Option and acquire the Additional Contracts if, in Purchaser’s good faith and reasonable judgment, (i) the acquisition of the Additional Contracts pursuant to this Section 5.20, and (ii) the acquisition of the Purchased Assets pursuant to this Agreement, considered together and as a whole, are commercially reasonable. If Purchaser exercises the Option during the Option Exercise Period (including any Existing Notes Noteholder extension of the Option Exercise Period pursuant to Section 5.20(b) below), Purchaser and Seller will enter into an amendment to this Agreement or an agreement on substantially similar terms as this Agreement promptly after such exercise providing for Purchaser’s purchase of the Additional Contracts. If Purchaser does not exercise the Option within the Option Exercise Period (including any extension of the Option Exercise Period pursuant to Section 5.20(b) below), Seller shall have any be free to sell, divest or otherwise transfer the Additional Contracts to one or more Persons without restriction thereafter and this Option shall thereafter terminate. Notwithstanding the foregoing, Purchaser agrees that all of Purchaser’s rights under this Section 5.65.20 (including, for the avoidance of doubt, the grant of the Option to Purchaser) shall terminate on the earlier to occur of (1) the closing of the Humana Acquisition and (2) the termination of this Agreement pursuant to Article 8.

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time within sixty (60) days after the continuance Second Lien Collateral Trustee receives notice of (i) the commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersPriority Lien Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by Second Lien Debt and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Second Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) to the Priority Lien Agent, to purchase from the Interim Notes Collateral Priority Lien Secured Parties all (but not less than all) 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 a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Agent or Pari Passu Collateral Agent, as applicable, will deliver to the Working Capital Facility Second Lien Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt Trustee a statement of the information required amount of Priority Lien Debt (other than Excess Priority Lien Obligations), other Priority Lien Obligations and DIP Financing then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to clauses 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 Collateral Trustee of such notice from the Priority Lien Agent, the Second Lien Collateral Trustee delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Priority Lien Obligations (including unfunded commitments but excluding Excess Priority Lien Obligations) and any loans provided by any of the Working Capital Facility Indebtedness; provided, further, that Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06. 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 Purchase Notice by such Priority Lien Representative.

Purchase Option. Exercise On or after the entry of the Interim Order, the Consenting Secured Noteholders shall deliver, or cause to be delivered, a “Purchase Notice” to Gibson and the administrative agent under that certain loan agreement (athe “ABL Facility”), dated as of February 15, 2017, by and among the Company, Gibson International Sales LLC, and Xxxxxx Pro Audio Corp., as borrowers, the guarantors party thereto, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent (the “ABL Agent”) Upon in accordance with (and as defined in) Section 8.21 of the occurrence Intercreditor Agreement (as defined in the ABL Facility). As soon as reasonably practicable thereafter, the Consenting Secured Noteholders shall exercise the Purchase Option described in the Purchase Notice in accordance with the terms of the Intercreditor Agreement. The Interim DIP Order shall provide (among other things) that (i) subject to approval and during payment in full of all fees set forth in the continuance DIP Facility Term Sheet, the Consenting Secured Noteholders shall waive all rights to payment of an Event any prepayment premium on account of Default or an event any of default the ABL Obligations acquired pursuant to their exercise of the Purchase Option, (ii) immediately upon the closing of the Purchase Option, all ABL Obligations shall be immediately deemed to be refinanced by the DIP Facility and to be DIP Obligations under the Working Capital DIP Documents (other than Letters of Credit, which shall remain cash collateralized in accordance with the terms of the Intercreditor Agreement), (iii) all fees described in the DIP Facility Documents that is not cured Term Sheet shall be immediately approved with respect to the entire amount of the DIP Commitments, notwithstanding any “roll-up” or waived within thirty refinancing of the ABL Facility pursuant to the Purchase Option, and (30iv) daysall lenders and the Administrative Agent under the ABL Facility are authorized and directed to consummate the Purchase Option in accordance with the terms of the Intercreditor Agreement. Until the closing of the Purchase Option, (i) no DIP Obligations shall prime any liens held by the Interim Notes Collateral Agent on behalf the ABL Priority Collateral (as defined in the ABL Facility) under the ABL Facility, and (ii) all proceeds of the Interim Notes Noteholders, and ABL Priority Collateral (as defined in the Pari Passu Collateral Agent Intercreditor Agreement) shall be applied to reduce the DIP obligations on behalf a daily basis in accordance with Section 4.1 of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6Intercreditor Agreement.

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, within sixty (60) days of the continuance earlier of (i) the commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersPriority Lien Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by Second Lien Debt and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Second Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect Priority Lien Agent, to purchase a portion from the Priority Lien Secured Parties (x) all (but not less than all, other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) Priority Lien Obligations (including unfunded commitments) and (y) any loans provided by any of the Working Capital Facility Indebtedness from Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the Working Capital Facility Lendersdate of such purchase. Promptly following the receipt of such notice, ratably in proportion the Priority Lien Agent will deliver to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Second Lien Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt a statement of the information required 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 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 clauses 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 Agent of such statement from the Priority Lien Agent, the Second Lien Agent delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase (ax) all (but not less than all, other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) of the Priority Lien Obligations (including unfunded commitments) and (by) any loans provided by any of the definition of “Qualified Indemnification Claim” Priority Lien Secured Parties in connection with a DIP Financing and to revoke otherwise complete such election to purchase such portion of on the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06.

Purchase Option. The Pledgor hereby grants to Pledgee an option to purchase the shares of the Company’s common stock issuable upon conversion of the Shares (abut expressly excluding the Dividend Stock) (the “Conversion Shares”) in whole or in part at a fixed price of $3.15 per Conversion Share, which price shall not be subject to any adjustment consequent upon the Company’s grant of a common stock dividend as described in section 2(a) of this Agreement or the Pledgor’s receipt of any Dividend Stock consequent upon a conversion of the Shares (“Pledgee Option”). The Pledgee shall exercise the Pledgee Option by giving written notice to Pledgor of the number of Conversion Shares for which Pledgee is exercising the Pledgee Option (“Option Notice”). Upon the occurrence and during the continuance receipt of an Event Option Notice the Pledgor shall convert the required number of Default or an event Shares to deliver sufficient shares of default common stock to the Pledgee. Any excess common shares acquired on such conversion shall be delivered to the Pledgor to hold pursuant to this Agreement and included in the Shares. Simultaneously with sending the Option Notice of the Pledgor, Pledgee shall he entitled to a DWAC transfer the Conversion Shares being purchased pursuant to such Option Notice to the Pledgee. Pledgee shall pay for the Conversion Shares by giving the Pledgor a future credit against his Obligations under this Agreement. Upon Pledgee’s infeasible receipt of payments equal to the Working Capital Facility Documents that is not cured or waived within thirty (30) daysOption Obligations, the Interim Notes Collateral Agent on behalf Pledgee shall assign the balance of the Interim Notes NoteholdersNote, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other handif any, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice Pledgor. Notwithstanding anything to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably contrary contained in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each casethis Agreement, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from Pledgee Option shall not be exercisable by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicablePledgee, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, extent (but only to the extent) that after giving effect to such exercise the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have Pledgee (together with its affiliates) would beneficially own in excess of 4.99% (the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b“Maximum Percentage”) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion common stock of the Working Capital Facility Indebtedness; providedCompany. To the extent the above limitation applies, furtherthe determination of whether the Pledgee Option is exercisable (vis-à-vis other convertible, that such revocation is in writing duly signed exercisable or exchangeable securities owned by the Interim Notes Collateral Agent Pledgee or Pari Passu Collateral Agentany of its affiliates) and subject to such Maximum Percentage limitation, as applicable, and is received shall be determined by the Working Capital Facility Collateral Agent Pledgee. No prior inability to exercise the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder Pledgee Option pursuant to this paragraph shall have any rights under effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 5.613(d) of the 1934 Act and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation.

Purchase Option. The First Lien Agent, on behalf of itself and the First Lien Creditors, agrees that if (ai) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility First Lien Documents that has occurred and is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholderscontinuing, and as a result of such event of default under the Pari Passu Collateral Agent on behalf of First Lien Documents the Pari Passu LendersFirst Lien Obligations have been accelerated, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, (ii) there is a payment default with respect to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Second Lien Obligations, as applicableor (iii) any Insolvency Proceeding has been commenced (or is then continuing) with respect to any Loan Party under a First Lien Agreement, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase each a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable PortionTrigger Event”). Such notice (an “Exercise Notice”) from , then the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, Second Lien Note Holders shall have the right and option to purchase the entire aggregate amount (but not less than the entire aggregate amount) of outstanding First Lien Obligations (excluding First Lien Excess Obligations) (including unfunded and unterminated commitments) at a price equal to par value of the outstanding principal amount thereof, plus all accrued and unpaid interest, fees and other amounts of First Lien Obligations, together with cash collateral for all outstanding letters of credit in an amount equal to 105% of the undrawn and available amount of such letters of credit outstanding under the applicable First Lien Agreement, and cash collateral for then outstanding Swap Obligations in an amount equal to unpaid amounts then due in respect of such Swap Obligations; provided that in no event will the calculation of the amount of such outstanding First Lien Obligations include any premiums (other than breakage costs). In the event that the amount of cash collateral provided by the Second Lien Note Holders exceeds the actual obligations that such cash collateral is securing, the amount of such excess shall be returned to the Second Lien Note Holders promptly following satisfaction in full of such obligations. Such sale shall be without warranty or representation or recourse other than as provided in standard Loan Syndication Trading Association documentation for par trades. To exercise the option following any Trigger Event, the Second Lien Trustee upon receipt of indemnification in accordance with the Second Lien Indenture from the Purchasing Second Lien Note Holders, together with a written direction from the Second Lien Note Holders holding at least 15% of the principal amount of Second Lien Notes then outstanding (the “Purchasing Second Lien Note Holders”) shall deliver a written notice prepared by and on behalf of such Purchasing Second Lien Note Holders to the First Lien Agent, which notice must be given within ten 60 days after the occurrence of any such Trigger Event and shall be deemed an irrevocable exercise of its option to purchase the First Lien Obligations on the terms set forth in this Section. Upon delivery of such notice, the Purchasing Second Lien Note Holders shall be obligated to purchase (10on a pro rata basis), and the First Lien Creditors shall be obligated to sell, the entire aggregate amount of outstanding First Lien Obligations for the purchase price described in this Section within fifteen (15) days following receipt after delivery of such notice, nor shall the Second Lien Notes Trustee have any responsibility to execute, or liability in connection with, the execution of such purchase. Nothing contained in this Section 2.7 shall limit the ability of the information required First Lien Creditors to be delivered pursuant enforce any of their rights or remedies with respect to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent First Lien Obligations at any time prior to the expiration date of such ten-day period. Neither purchase by the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under Second Lien Noteholders of the First Lien Obligations in accordance with the terms of this Section 5.6.2.7. In no event shall the Second Lien Trustee be obligated to monitor any such Trigger Event. [INTERCREDITOR AGREEMENT]

Purchase Option. (ai) Upon If Administrative Agent shall notify the occurrence and during ABL Term Loan Agent of its intention to (by itself or at the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf direction of the Interim Notes NoteholdersRequired Lenders) sell, and the Pari Passu Collateral Agent on behalf lease or otherwise dispose of all or substantially all of the Pari Passu Lenders, after written demand Collateral whether by private or public sale in accordance with the immediately preceding paragraph; provided that any notice from Administrative Agent to the ABL Term Loan Agent of the Administrative Agent’s intention to conduct such a sale shall be delivered by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, Administrative Agent to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon ABL Term Loan Agent not less than five (5) Business Days’ Days prior to the commencement of any such sale (the foregoing event is referred to herein as a, “Purchase Option Event”), the ABL Term Lenders shall have the opportunity to purchase all (but not less than all) of the Obligations (other than 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 Working Capital Facility Collateral Administrative Agent within five (5) Business Days following the first date the ABL Term Loan Agent obtains knowledge of the occurrence of a Purchase Option Event, which 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. Upon receipt of such Revolving Purchase 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 elect to purchase a portion all (but not less than all) of the Working Capital Facility Indebtedness from Obligations (other than the Working Capital Facility Lenders, ratably in proportion to ABL Term Obligations) (the outstanding Obligations date of each outstanding Series of Secured Debt (in each casesuch purchase, the “Purchasable PortionRevolving Purchase Date”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6.

Purchase Option. Without prejudice to the enforcement of the Senior Claimholders remedies, the Senior Claimholders agree that following (ai) Upon an acceleration of the occurrence and during Senior Obligations in accordance with the continuance terms of an Event of Default or an event of the Senior Credit Agreement, (ii) a payment default under the Working Capital Facility Documents Senior Credit Agreement that is has not been cured (or waived by the Senior Claimholders) within thirty 60 days of the occurrence thereof, (30iii) daysthe commencement of any Insolvency or Liquidation Proceeding or (iv) the exercise of any Enforcement Action by the Senior Claimholders in respect of a material portion of the Collateral (each, a “Purchase Event”), the Interim Notes Collateral Revolving and Term Loan Claimholders may, at their sole expense and effort, upon notice from the Revolving and Term Loan Administrative Agent on behalf at the direction of such Revolving and Term Loan Claimholders to Borrower and the Senior Administrative Agent (who shall forward such notice to the other Senior Claimholders), irrevocably elect to acquire from the Senior Claimholders, without warranty or representation or recourse from or to the Senior Claimholders, all (but not less than all) of the Interim Notes NoteholdersSenior Obligations and all rights of the Senior Claimholders under the Senior Loan Documents; provided that (w) any such purchase option must be exercised within 15 days after the initial occurrence of any Purchase Event, (x) the Senior Administrative Agent and the Senior Claimholders shall retain all rights to be indemnified or to be held harmless by the Obligors in accordance with the terms of the Senior Loan 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 Pari Passu Collateral Agent on behalf Revolving and Term Loan Claimholders shall have paid to the Senior Administrative Agent, for the account of the Pari Passu LendersSenior 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 the Make-Whole Premium (as defined in the Senior Credit Agreement) irrespective of any Make-Whole Exception (as defined in the Senior Credit Agreement) or whether the Make-Whole Premium is due or payable under the Senior Credit Agreement) and any breakage costs and expenses plus all the other Senior Obligations then outstanding. In order to effectuate the foregoing, the Senior Administrative Agent shall (in consultation with the Senior Claimholders) calculate, upon the written request of the Revolving and Term Loan Administrative Agent acting at the direction of the Revolving and Term Loan Claimholders from time to time, the amount in cash that would be necessary to so purchase the Senior 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 twenty (20) Business Days after written demand by the Trustee or notice set forth in the Interim Notes Collateral Agentfirst sentence of this Section 5.7, (2) such purchase of the Senior Obligations shall be exercised pursuant to documentation mutually and reasonably acceptable to each of the Senior Administrative Agent and the Revolving and Term Loan Administrative Agent acting at the direction of the Revolving and Term Loan Claimholders, and (3) such Senior Obligations shall be purchased pro rata among the Revolving and Term Loan Claimholders giving notice to the Revolving and Term Loan Administrative Agent of their intent to exercise the purchase option hereunder according to such Revolving and Term Loan Claimholders’ portion of the Revolving and Term Loan Obligations outstanding on the date of purchase pursuant to this Section 5.7. In the event that any one hand, and/or or more of the Pari Passu Collateral Agent, on Revolving and Term Loan Claimholders exercises the other hand, to purchase option set forth in this Section 5.7: (A) the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Senior Administrative Agent shall have the option at any time upon five (5) Business Days’ prior written notice to right, but not the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicableobligation, to immediately resign under the Working Capital Facility Collateral Agent shall be irrevocable; provided, that Senior Loan Documents upon the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, closing of such purchase and (B) the purchasing Revolving and Term Loan Claimholders shall have the right within ten (10) days following receipt right, but not the obligation, to require the Senior Administrative Agent to resign pursuant to the terms of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day periodSenior Loan Documents. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6.5.8

Purchase Option. (a) Upon After the occurrence expiration of any Standstill Period, but subject to the timing requirements in this Section 3.06, acceleration of the Priority Lien Obligations, each of the holders of the Second Lien Debt and during each of their respective designated Affiliates (such Second Lien Secured Parties exercising the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) dayspurchase option set forth in this Section 3.06, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Second Lien Purchasers”) will have the several right, at their respective sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect Priority Lien Agent, to purchase a portion from the Priority Lien Secured Parties (A) all (but not less than all) Priority Lien Obligations (including obligations in respect of unfunded commitments) and (B) if applicable, all outstanding loans and all obligations in respect of unfunded commitments (and related obligations, including interest, fees and expenses) provided by any of the Working Capital Facility Indebtedness from the Working Capital Facility LendersPriority Lien Secured Parties in connection with a DIP Financing, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, that are outstanding on the “Purchasable Portion”)date of such purchase. Such notice (an “Exercise Notice”) from Promptly following the Interim Notes Collateral receipt of such notice, the Priority Lien Agent or Pari Passu Collateral Agent, as applicable, will deliver to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt Second Lien Trustee a statement of the information required amount of the Priority Lien Obligations and DIP Financing (including 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 by the Priority Lien Agent to be delivered pursuant to clauses 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 Trustee of such written notice 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 (aA) all (but not less than all) of the Priority Lien Obligations (including obligations in respect of unfunded commitments) and (bB) if applicable, all loans (and related obligations, including interest, fees and expenses) provided by any of the definition of “Qualified Indemnification Claim” Priority Lien Secured Parties in connection with a DIP Financing and to revoke otherwise complete such election to purchase such portion of on the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06.

Purchase Option. (ai) Upon The Aimco Agent agrees that it will give the occurrence and during Holdings Agent written notice (the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived “Enforcement Notice”) within thirty (30) days, the Interim Notes Collateral Agent on behalf five Business Days after acceleration of the Interim Notes NoteholdersAimco Lien Indebtedness or commencing any Exercise of Secured Creditor Remedies with respect to Collateral (which notice shall be effective for all Exercises of Secured Creditor Remedies taken after the date of such notice so long as the Aimco Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, and the Pari Passu Collateral Agent or diligently attempting in good faith to vacate any stay of enforcement rights of its senior Liens on behalf a material portion of the Pari Passu LendersCollateral, after written demand by the Trustee or the Interim Notes Collateral Agentincluding, on the one handwithout limitation, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment all Exercise of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Secured Creditor Remedies identified in such notice). Any Holdings Lender shall have the option at any time upon five (5) Business Days’ prior option, by irrevocable written notice in the form attached hereto as Annex A (the “Purchase Notice”) delivered by the Holdings Agent to the Working Capital Facility Collateral Aimco Agent to elect no later than thirty days after receipt by the Holdings Agent of the Enforcement Notice, to purchase a portion all of the Working Capital Facility Aimco Lien Indebtedness from the Working Capital Facility LendersAimco Lender and shall be irrevocably obligated upon delivery of such notice to consummate such purchase within the time periods specified below; provided that, ratably if any Holdings Lender identified in proportion the Purchase Notice is a Person other than HSH Nordbank, such Person shall be sufficiently creditworthy to consummate the outstanding Obligations of each outstanding Series of Secured Debt purchase as reasonably determined by the Aimco Agent (in each caseHSH Nordbank and any such other creditworthy Person, the a “Purchasable PortionPermitted Holdings Lender”). Such notice (an “Exercise Notice”) If the Holdings Agent so delivers a Purchase Notice from Permitted Holdings Lenders, unless the Interim Notes Collateral Holdings Agent or Pari Passu Collateral Agentotherwise directs, as applicable, to the Working Capital Facility Collateral Aimco Agent shall be irrevocable; terminate any existing Exercise of Secured Creditor Remedies and shall not take any further Exercise of Secured Creditor Remedies, provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, Purchase (as applicable, defined below) shall have been consummated on the right within ten date specified in the Purchase Notice in accordance with this clause (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6g).

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time after (i) the continuance commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersPriority Lien Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by Second Lien Debt and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Second Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect Priority Lien Agent, to purchase a portion from the Priority Lien Secured Parties all (but not less than all) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and any loans provided by any of the Working Capital Facility Indebtedness from Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the Working Capital Facility Lendersdate of such purchase. Promptly following the receipt of such notice, ratably in proportion the Priority Lien Agent will deliver to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt Second Lien Trustee a statement of the information required 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 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 clauses 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 Trustee of such notice 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 all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and any loans provided by any of the Working Capital Facility Indebtedness; provided, further, that Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06.

Purchase Option. (a) Upon The First Lien Agent, on behalf of itself and the occurrence and during the continuance of First Lien Creditors, agrees that if an Event of Default or an event of default under the Working Capital Facility First Lien Documents that has occurred and is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholderscontinuing, and as a result of such Event of Default under the Pari Passu Collateral First Lien Documents (i) the First Lien Obligations have been accelerated, (ii) the Second Lien Obligations have been accelerated, (iii) any Insolvency Proceeding has been commenced (or is then occurring) with respect to any Loan Party or (iv) the First Lien Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, (A) is pursuing any Enforcement Action (including foreclosure) with respect to the Company for Collateral or (B) proposes any release, sale or other disposition not otherwise permitted under the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at Second Lien Documents with respect to any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a material portion of the Working Capital Facility Indebtedness from the Working Capital Facility LendersCollateral, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, case of this subsection (iv) that would have the effect of releasing Liens securing the Second Lien Obligations (each a “Purchasable PortionTrigger Event”). Such notice (an “Exercise Notice”) from , then the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, Second Lien Note Holders shall have the right and option to purchase the entire aggregate amount (but not less than the entire aggregate amount) of outstanding First Lien Obligations (including unfunded and unterminated commitments) at a price equal to par, plus all accrued and unpaid interest, fees and other amounts (other than contingent indemnification obligations, which obligations shall survive the purchase of the First Lien Obligations by the Second Lien Note Holders) of First Lien Obligations, together with cash collateral for all outstanding Letters of Credit (as defined in the First Lien Agreement) in an amount equal to 105% of the undrawn and available amount of such Letters of Credit outstanding under the First Lien Agreement, and a payment for all then outstanding Hedging Obligations at a price equal to the sum of any unpaid amounts then due in respect of such Hedging Obligations plus or minus a net amount quoted by the First Lien Creditor party to such Hedging Obligation that would be paid to assign or novate each such Hedging Obligation 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 any Trigger Event, the Second Lien Trustee upon receipt of indemnification in accordance with Section 7.02(f) under the Second Lien Indenture, together with a written direction from the Second Lien Note Holders holding a majority of the principal amount of Second Lien Notes then outstanding (the “Majority Second Lien Note Holders”) shall deliver a written notice prepared by and on behalf of such Majority Second Lien Note Holders to the First Lien Agent, which notice must be given within ten 60 days after the occurrence of any such Trigger Event and shall be deemed an irrevocable exercise of its option to purchase the First Lien Obligations on the terms set forth in this Section. Upon delivery of such notice, the Second Lien Note Holders shall be obligated to purchase, and the First Lien Creditors shall be obligated to sell, the entire aggregate amount of outstanding First Lien Obligations (10other than contingent indemnification obligations, which obligations shall survive the purchase of the First Lien Obligations by the Second Lien Note Holders) for the purchase price described in this Section within twenty (20) days following receipt after delivery of such notice. In the event that the First Lien Obligations are purchased by the Second Lien Note Holders in accordance with the terms hereof, the First Lien Agent and the First Lien Creditors shall have the right (which shall be exercised within 10 Business Days after the consummation of such purchase) to terminate immediately all banking and other services then being offered to any of the information required First Lien Borrowers, the Second Lien Borrower or the other Loan Parties. In no event shall the Second Lien Trustee e obligated to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke monitor any such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6Trigger Event.

Purchase Option. (a) Upon If there is (i) an acceleration of the occurrence and during Senior Obligations in accordance with the continuance of Senior Credit Agreement, (ii) an Event of Default arising from the failure of the Company to make any payment in respect of principal, interest or an event of default fees (other than administrative agency or collateral agency fees) under the Working Capital Facility Documents Senior Credit Agreement that is not cured waived by the Senior Creditors within 60 days of its occurrence, or waived (iii) the commencement of an Insolvency Proceeding (each a “Purchase Event”), then Subordinated Claimholders may, within thirty 10 Business Days of any such Purchase Event, and not afterwards, deliver a Purchase Notice (30as defined below) daysto purchase all, the Interim Notes Collateral Agent on behalf but not less than all, of the Interim Notes Noteholders, Senior Obligations and unfunded commitments under the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Senior Loan Documents that if funded would constitute Senior Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each casecollectively, the “Purchasable PortionPurchase Obligations”)) for the Purchase Price. Notwithstanding anything in the Senior Loan Documents to the contrary, no consent of any Obligor to such purchase shall be required. Such purchase will (1) include all principal of, and all accrued and unpaid interest, fees, and expenses in respect of, all Senior Obligations, and all other Senior Obligations and unfunded commitments under the Senior Loan Documents that if funded would constitute Senior Obligations, outstanding at the time of purchase, (2) be made pursuant to an “Assignment” (as such term is defined in the Senior Credit Agreement, but including only those representations and warranties of the Assignor thereunder as are specified in Section 17(b)), whereby the Subordinated Claimholders will assume all funding commitments and Senior Obligations of the Senior Creditors under the Senior Loan Documents, and (3) otherwise be subject to the terms and conditions of this Section 17. Each Senior Claimholder will retain all rights to indemnification provided in the relevant Senior Loan Documents for all claims and other amounts relating to facts and circumstances relating to such Senior Claimholder’s holdings of the Senior Obligations (except to the extent such claims and other amounts were included in the Purchase Price), and such rights shall be secured by the Liens securing the Senior Obligations. No amendment, modification or waiver following any purchase under this Section 17 of any indemnification provisions under the Senior Loan Documents shall be effective as to any Senior Claimholder or any Affiliate or officer, director, employee or other related indemnified person of such Senior Creditor (“Indemnified Senior Person”) without the prior written consent of such Indemnified Senior Person, and such indemnification provisions shall continue in full force and effect for the benefit of the Indemnified Senior Persons whether or not any Senior Loan Documents otherwise remain in effect. (b) (1) The Subordinated Claimholders desiring to purchase all of the Purchase Obligations (the “Purchasing Creditors”) will deliver a written notice (an the “Exercise Purchase Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; providedin accordance with Section 17(a) above that (1) is signed by the Purchasing Creditors, (2) states that it is a Purchase Notice under this Section 17, (3) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Section 17, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors, and (4) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that is (x) at least 5 but not more than 10 Business Days after the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following ’s receipt of the information required to be delivered pursuant to clauses (a) Purchase Notice, and (by) of not more than 20 Business Days after the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and Purchase Event. A Purchase Notice will be ineffective if it is received by the Working Capital Facility Collateral Agent prior after the occurrence giving rise to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6Purchase Event is waived, cured, or otherwise ceases to exist.

Purchase Option. (a) Upon Without prejudice to the occurrence and during enforcement of the continuance remedies of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) daysRevolving Credit Claimholders, the Interim Notes Revolving Credit Claimholders agree that, at any time following the date on which the Required Revolving Lenders (or the Revolving Credit Agent on their behalf) have declared all or any part of the Revolving Credit Obligations to be due and payable prior to their stated maturity in accordance with the Revolving Credit Agreement, the Revolving Credit Claimholders will offer the Note Claimholders the option to purchase the aggregate amount of outstanding Revolving Credit Obligations at par (but without regard to any prepayment penalty or premium), without warranty or representation (other than that such lenders own the claims being sold, free and clear of liens or encumbrances created by them, but without regard to ultimate enforceability) or recourse. The Note Claimholders shall irrevocably accept or reject such offer within ten business days after the receipt thereof and the parties shall endeavor to close promptly (but in any event within twenty business days) following communication of any such acceptance. If the Note Claimholders accept such offer, it shall be exercised pursuant to an assignment agreement in the form attached to the Revolving Credit Agreement. If the Note Claimholders reject such offer, the Revolving Credit Claimholders shall have no further obligations pursuant to this Section and may take any further actions in their sole discretion in accordance with the Revolving Credit Documents and this Agreement. The Note Claimholders shall have no claim against any Revolving Credit Claimholder under this Section 8.17 for any action taken by any Revolving Credit Claimholder with respect to the Revolving Credit Obligations or any Collateral therefor prior to the exercise of the purchase of the Revolving Credit Obligations. As a condition to the effectuation of the purchase contemplated by this Section 8.17, the Trustee and Noteholder Collateral Agent on behalf of the Interim Notes Noteholders, Note Claimholders shall provide a full and the Pari Passu Collateral Agent on behalf complete release (other than as a result of a breach of the Pari Passu Lendersabove referenced representations that the lenders own the claims being sold, after written demand free and clear of liens or encumbrances created by them, but without regard to ultimate enforceability) of the Trustee or Revolving Credit Claimholders in such form as the Interim Notes Collateral AgentRevolving Credit Agent shall prescribe, on the one hand, and/or the Pari Passu Collateral Agent, on the other handreleasing any claims, to the Company for extent related to or arising out of Revolving Credit Obligations. Nothing in this Section 8.17 shall preclude the accelerated payment Revolving Credit Claimholders from selling or otherwise disposing of all Interim Notes Obligations or Pari Passu the Revolving Credit Obligations, as applicable, shall have the option at or any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicablethereof, to the Working Capital Facility Collateral Agent shall be irrevocable; providedany third party, provided that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required such third party agrees to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed bound by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.68.17.

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time after (i) the continuance commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersPriority Lien Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by Second Lien Debt and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Second Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect Priority Lien Agent, to purchase a portion from the Priority Lien Secured Parties all (but not less than all) Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Working Capital Facility Indebtedness from Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the Working Capital Facility Lendersdate of such purchase. Promptly following the receipt of such notice, ratably in proportion the Priority Lien Agent will deliver to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt Second Lien Trustee a statement of the information required amount of Priority Lien Debt, other 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 clauses 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 Trustee of such notice 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 all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Working Capital Facility Indebtedness; provided, further, that Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06.

Purchase Option. (a) Upon 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 enforcement action in respect of any Collateral by any Priority Lien Secured Parties under any Priority Lien Document, (iv) the occurrence and during the continuance of an Event of Default or an any payment event of default under any Priority Lien Document, (v) the Working Capital Facility Documents 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 or (vii) the delivery of any Section 363 Notice or the occurrence of any Section 363 Event, each of the holders of the Second Lien Debt and each of their respective Affiliates or designees (such holders and their respective Affiliates that is not cured or waived within thirty (30) daysmake such election, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Second Lien Purchasers”) will have the several right, at their respective sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice from (or on behalf of) the Second Lien Purchasers to the Working Capital Facility Collateral Agent to elect Priority Lien Agent, to purchase a portion from the 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 expenses) provided by any of the Working Capital Facility Indebtedness from Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the Working Capital Facility Lendersdate of such purchase. Promptly following the receipt of such notice, ratably in proportion the Priority Lien Agent will deliver to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Second Lien Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt a statement of the information required 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 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 clauses 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 Agent of such notice from the Priority Lien Agent, the Second Lien Agent delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase (aA) and all (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion 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 expenses) provided by any of the Working Capital Facility Indebtedness; provided, further, that Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06.

Purchase Option. (a) Upon Without prejudice to the occurrence and during enforcement of the continuance remedies of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) daysRevolving Credit Claimholders, the Interim Notes Revolving Credit Claimholders agree that, at any time following the date on which the Required Revolving Lenders (or the Revolving Credit Agent on their behalf) have declared all or any part of the Revolving Credit Obligations to be due and payable prior to their stated maturity in accordance with the Revolving Credit Agreement, the Revolving Credit Claimholders will offer the Note Claimholders the option to purchase the aggregate amount of outstanding Revolving Credit Obligations at par (but without regard to any prepayment penalty or premium), without warranty or representation (other than that such lenders own the claims being sold, free and clear of liens or encumbrances created by them, but without regard to ultimate enforceability) or recourse. The Note Claimholders shall irrevocably accept or reject such offer within ten business days after the receipt thereof and the parties shall endeavor to close promptly (but in any event within twenty business days) following communication of any such acceptance. If the Note Claimholders accept such offer, it shall be exercised pursuant to an assignment agreement in the form attached to the Revolving Credit Agreement. If the Note Claimholders reject such offer, the Revolving Credit Claimholders shall have no further obligations pursuant to this Section and may take any further actions in their sole discretion in accordance with the Revolving Credit Documents and this Agreement. The Note Claimholders shall have no claim against any Revolving Credit Claimholder under this Section 8.17 for any action taken by any Revolving Credit Claimholder with respect to the Revolving Credit Obligations or any Collateral therefor prior to the exercise of the purchase of the Revolving Credit Obligations. As a condition to the effectuation of the purchase contemplated by this Section 8.17, the Trustee and Collateral Agent on behalf of the Interim Notes Noteholders, Note Claimholders shall provide a full and the Pari Passu Collateral Agent on behalf complete release (other than as a result of a breach of the Pari Passu Lendersabove referenced representations that the lenders own the claims being sold, after written demand free and clear of liens or encumbrances created by them, but without regard to ultimate enforceability) of the Trustee or Revolving Credit Claimholders in such form as the Interim Notes Collateral AgentRevolving Credit Agent shall prescribe, on the one hand, and/or the Pari Passu Collateral Agent, on the other handreleasing any claims, to the Company for extent related to or arising out of Revolving Credit Obligations. Nothing in this Section 8.17 shall preclude the accelerated payment Revolving Credit Claimholders from selling or otherwise disposing of all Interim Notes Obligations or Pari Passu the Revolving Credit Obligations, as applicable, shall have the option at or any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicablethereof, to the Working Capital Facility Collateral Agent shall be irrevocable; providedany third party, provided that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required such third party agrees to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed bound by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.68.17.

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time after (i) the continuance commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersPriority Lien Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by Subordinated Debt and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Subordinated Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect Priority Lien Agent, to purchase a portion from the Priority Lien Secured Parties (x) all (but not less than all) Priority Lien Obligations (including unfunded commitments) and (y) any loans provided by any of the Working Capital Facility Indebtedness from Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the Working Capital Facility Lendersdate of such purchase. Promptly following the receipt of such notice, ratably in proportion the Priority Lien Agent will deliver to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Subordinated Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt Trustee a statement of the information required amount of Priority Lien Debt, other 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 clauses 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 Subordinated Collateral Trustee of such notice from the Priority Lien Agent, the Subordinated Purchasers deliver to the Priority Lien Agent an irrevocable commitment of the Subordinated Purchasers to purchase (ax) all (but not less than all) of the Priority Lien Obligations (including unfunded commitments) and (by) any loans provided by any of the definition of “Qualified Indemnification Claim” Priority Lien Secured Parties in connection with a DIP Financing and to revoke otherwise complete such election to purchase such portion of on the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06.

Purchase Option. (a) Upon Tenant shall have a right and option to purchase the occurrence Property, including the Building and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, all improvements to the Company for site (“Purchase Option”) in accordance with the accelerated payment terms and conditions of all Interim Notes Obligations or Pari Passu Obligationsthis section. Tenant shall exercise its Purchase Option, as applicableif at all, shall have the option at any time upon five (5) Business Days’ prior by providing written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt thereof (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) from to Landlord not later than three (3) months prior to the Interim Notes Collateral Agent or Pari Passu Collateral Agentfifth (5th) anniversary of the initial Term. If Tenant delivers the Purchase Notice to Landlord within the required time period, the Property shall be sold to Tenant for a purchase price equal to $168.00 per rentable square foot of the Building (“Purchase Price”) to be paid at the Closing (as defined herein). The terms, covenants and conditions of such purchase and sale shall be set forth in a Purchase and Sale Agreement (“PSA”) to be entered into by Landlord and Tenant prior to the fifth (5th) anniversary of the initial Term. The PSA shall contain terms reasonably acceptable to both Landlord, as applicableseller, and Tenant, as purchaser, but shall at a minimum contain the following provisions: (i) reasonable periods of time for Tenant to conduct its due diligence review of title and inspections of the Property, including obtaining an updated ALTA survey for the Property, (ii) a requirement for the issuance of an ALTA owner’s policy of title insurance to Tenant in form and substance acceptable to Tenant, including the appearance or deletion of exceptions and issuance of endorsements as acceptable to Tenant, at the closing of the purchase and sale (“Closing”), (iii) a representation by Landlord regarding hazardous materials compliance, zoning compliance, and compliance with other laws relating to the Working Capital Facility Collateral Agent shall Property, (iv) an agreement by Landlord to cooperate with any §1031 exchange by Tenant, and (v) a requirement that Landlord provide Tenant with tenant estoppel certificates in form and substance reasonably acceptable to Tenant from all other tenants of the Property. Landlord agrees that the Closing may be irrevocable; coordinated in order to facilitate Tenant’s §1031 exchange, provided, however, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, Closing shall have the right within ten not occur later than one hundred eighty (10180) days following receipt after the fifth (5th) anniversary of the information required to be delivered pursuant to clauses (a) and (b) initial Term. [Remainder of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6page intentionally left blank.]