Common use of Purchase Options Clause in Contracts

Purchase Options. (a) Prior to Closing, the Seller shall use commercially reasonable efforts to obtain the waivers of the Triggered Purchase Options and those Non-Triggered Purchase Options which are exercisable by the applicable tenant during the period prior to Closing. Seller shall keep Buyer reasonably apprised of the status of Seller’s efforts to obtain such waivers and shall provide Buyer with copies of all correspondence with the applicable tenants in connection therewith. (b) If any Purchase Option is exercised by the applicable tenant and the closing contemplated pursuant to such Purchase Option is consummated on or prior to the Closing Date, Seller and Buyer shall have no further obligations hereunder with respect to the Acquired Property affected by such Triggered Purchase Option and the Initial Purchase Price shall be reduced by the Allocated Asset Value of such Acquired Property. (c) If (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but the closing contemplated pursuant to such Purchase Option is scheduled after the Closing pursuant to the terms of the applicable Space Lease or purchase agreement executed by the parties in connection with such Purchase Option, the Acquired Property affected by such Purchase Option shall be deemed a Deferred Property pursuant to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicable, in which case Buyer and Seller shall set the Deferred Closing Date with respect to the applicable Acquired Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 below.

Purchase Options. (a) Prior Lessee shall have the option to Closingpurchase the Aircraft at the end of the Base Lease Term and each Renewal Term, so long as (i) no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option and (ii) no Lease Event of Default of the type described in Section 14.5 or Lease Default of such type shall have occurred and be continuing on the purchase date. In order to exercise such option, Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the end of the Base Lease Term or such Renewal Term, as applicable (which notice shall be irrevocable). In such case, Lessee shall purchase the Aircraft on the last Business Day of the Base Lease Term or such Renewal Term, as applicable, at a purchase price equal to the fair market sales value thereof as of such last Business Day. Such fair market sales value shall be determined not later than three months prior to such last Business Day by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the Seller appraisals of which three appraisers shall use commercially reasonable efforts be averaged and such average shall be deemed to obtain be the waivers fair market sales value of the Triggered Purchase Options Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and those Non-Triggered Purchase Options which are exercisable such average shall be deemed to be the fair market sales value of the Aircraft for all purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the applicable tenant during the period date which is two months prior to Closingsuch last Business Day or if such two appraisers cannot agree on the amount of such appraisal and fail to appoint a third appraiser by the date which SALE AND LEASE AGREEMENT [N396SW] -57- 64 is one month before such last Business Day, then either Owner Participant or Lessee may apply to any court having jurisdiction to make such appointment. Seller For purposes of this Section 18.2, fair market sales value shall keep Buyer reasonably apprised be the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion to buy) and an informed and willing seller (under no compulsion to sell) and shall be determined on the assumptions that the Aircraft is in the United States of America, available for use by the buyer, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with the requirements of this Lease. At the time of payment to Lessor, in funds of the status type specified in Section 3.6, of Seller’s efforts the full amount of the purchase price pursuant to obtain such waivers this Section 18.2(a), Lessee shall also pay to Lessor all unpaid Basic Rent due on or prior to the last day of the Term and shall provide Buyer with copies (without duplication) any other Rent which is due and payable through and including the date of all correspondence with the applicable tenants in connection therewithpayment. (b) If any So long as (i) no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option and (ii) no Lease Event of Default of the type described in Section 14.5 or Lease Default of such type shall have occurred and be continuing on the Special Purchase Option Date, Lessee shall have the option to purchase the Aircraft on January 1, 2014 or, if such date is exercised by not a Business Day, on the applicable tenant and next succeeding Business Day (the closing contemplated pursuant to such "Special Purchase Option is consummated on or Date") at a purchase price equal to 57.72866546% of Lessor's Cost (the "Special Purchase Price"); provided, that if there has been an adjustment prior to the Closing Date, Seller and Buyer shall have no further obligations hereunder with respect to the Acquired Property affected by such Triggered Special Purchase Option and Date pursuant to Section 3.7, the Initial Special Purchase Price (including any installments thereof) shall be reduced by at all times calculated to preserve the Allocated Asset Value of such Acquired PropertyOwner Participant's Special Purchase Price After- Tax Yield, but in any event subject to Section 3. (c) If (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but the closing contemplated pursuant to such Purchase Option is scheduled after the Closing pursuant to the terms of the applicable Space Lease or purchase agreement executed by the parties in connection with such Purchase Option, the Acquired Property affected by such Purchase Option shall be deemed a Deferred Property pursuant to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicable, in which case Buyer and Seller shall set the Deferred Closing Date with respect to the applicable Acquired Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 below.

Purchase Options. (a) Prior Tenant shall have the right and option, exercisable upon thirty (30) days notice to Closing, the Seller shall use commercially reasonable efforts to obtain the waivers of the Triggered Purchase Options and those Non-Triggered Purchase Options which are exercisable by the applicable tenant Landlord at any time during the period prior Term, to Closingpurchase the Leased Premises from Landlord on the terms and conditions provided below. Seller Upon receipt of such notice, Landlord shall keep Buyer reasonably apprised of have the status of Seller’s efforts obligation to obtain sell the Leased Premises to Tenant on such waivers terms and shall provide Buyer with copies of all correspondence with the applicable tenants in connection therewithconditions. (b) If any Purchase Option is exercised by the applicable tenant and the closing contemplated pursuant to such Purchase Option is consummated on or prior to the Closing Date, Seller and Buyer Landlord shall have no further obligations hereunder with respect the right and option, exercisable upon thirty (30) days notice to Tenant after the Acquired Property affected by such Triggered Purchase Option occurrence of a Sale Event (as defined below) to require Tenant to purchase the Leased Premises from Landlord on the terms and the Initial Purchase Price shall be reduced by the Allocated Asset Value conditions provided below. Upon receipt of such Acquired Propertynotice, Tenant shall have the obligation to purchase the Leased Premises from Landlord on such terms and conditions. (c) If Any purchase and sale of the Leased Premises pursuant to the exercise of the option set forth in either subparagraph (a) or (b) above shall be consummated within thirty (30) days following delivery of the notice of exercise thereof. The purchase price for the Leased Premises upon any such purchase and sale shall be paid in cash and shall be equal to the Aggregate Costs plus, commencing on the first anniversary of the Commencement Date, an amount equal to (x) the percentage increase in the CPI subsequent to the Commencement Date multiplied by (y) the Aggregate Costs. All other terms and conditions, and the manner of closing, of such purchase and sale, including, without limitation, the form of deed, quality of title conveyed and title clearance obligations of seller, shall be as is reasonable and customary for purchase and sale transactions in the Macon, Georgia area for properties similar to the Leased Premises. (d) For purposes hereof, each of the following shall be a Sale Event: (1) a material breach or material default by Tenant under this Lease which entitles Landlord to terminate this Lease or results in the termination of this Lease; and (2) a Change in Control of Ramsay Youth Services, Inc. ("RYSI"). The occurrence of any of the following events shall constitute a "Change in Control": (i) any Triggered Purchase Option "person", as such term is not waived on used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934 (other than Paul Ramsay and entities 26 controlled directly or prior to Closing indirectly by him), ▇▇▇▇▇▇▇ ▇ "beneficial owner," as such term is used in Rule 13d-3 promulgated under that act, of 35% or more of the Voting Stock of RYSI; (ii) the majority of the board of directors of RYSI consists of individuals other than Incumbent Directors, which term means the members of the board on the date of this Lease; provided that any Purchase Option person becoming a director subsequent to such date whose election or nomination for election was supported by two-thirds of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director; (iii) RYSI adopts any plan of liquidation providing for the distribution of all or substantially all of its assets; (iv) all or substantially all of the assets or business of RYSI is exercised disposed of pursuant to a merger, consolidation or other transaction (unless the stockholders of the Company immediately prior to Closing but such merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the closing contemplated pursuant same proportion as they owned the Voting Stock of RYSI, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to such Purchase Option the business of RYSI); or (v) RYSI combines with another company and is scheduled the surviving corporation but, immediately after the Closing pursuant combination, the stockholders of RYSI immediately prior to the terms combination hold, directly or indirectly, less than 80% of the applicable Space Lease or purchase agreement executed by Voting Stock of the parties in connection with such Purchase Option, combined company (there being excluded from the Acquired Property affected number of shares held by such Purchase Option shall be deemed a Deferred Property pursuant to stockholders, but not from the terms Voting Stock of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummatedcombined company, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part shares received by affiliates of such tenant following the Closingother company in exchange for stock of such other company). (vi) For purposes hereof, then in either case Seller "Voting Stock" shall notify Buyer mean securities of same within two (2) Business Days after such election (any class or deemed election) or failure to close, as applicableclasses having general voting power under ordinary circumstances, in which case Buyer and Seller shall set the Deferred Closing Date with respect absence of contingencies, to elect the applicable Acquired Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer directors of such notice and shall proceed in accordance with Section 13.1 belowa corporation.

Purchase Options. (a) Prior Lessee shall have the option to Closingpurchase the Aircraft at the end of the Base Lease Term and each Renewal Term, so long as no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option. In order to exercise such option, Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the end of the Base Lease Term or such Renewal Term, as applicable (which notice shall be irrevocable). In such case, Lessee shall purchase the Aircraft on the last Business Day of the Base Lease Term or such Renewal Term, as applicable, at a purchase price equal to the fair market sales value thereof as of such last Business Day. Such fair market sales value shall be determined not later than three months prior to such last Business Day by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the Seller appraisals of which three appraisers shall use commercially reasonable efforts be averaged and such average shall be deemed to obtain be the waivers fair market sales value of the Triggered Purchase Options Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and those Non-Triggered Purchase Options which are exercisable such average shall be deemed to be the fair market sales value of the Aircraft for all SALE AND LEASE AGREEMENT [N605SW] -55- 62 purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the applicable tenant during the period date which is two months prior to Closingsuch last Business Day or if such two appraisers cannot agree on the amount of such appraisal and fail to appoint a third appraiser by the date which is one month before such last Business Day, then either Owner Participant or Lessee may apply to any court having jurisdiction to make such appointment. Seller For purposes of this Section 18.2, fair market sales value shall keep Buyer reasonably apprised be the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion to buy) and an informed and willing seller (under no compulsion to sell) and shall be determined on the assumptions that the Aircraft is in the United States of America, available for use by the buyer, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with the requirements of this Lease. At the time of payment to Lessor, in funds of the status type specified in Section 3.6, of Seller’s efforts the full amount of the purchase price pursuant to obtain such waivers this Section 18.2(a), Lessee shall also pay to Lessor all unpaid Interim Rent and shall provide Buyer with copies Basic Rent due on or prior to the last day of all correspondence with the applicable tenants in connection therewithTerm and (without duplication) any other Rent which is due and payable through and including the date of payment. (b) If any So long as no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option, Lessee shall have the option to purchase the Aircraft on January 1, 2017 or, if such date is not a Business Day, on the next succeeding Business Day (the "Special Purchase Option is exercised by Date") at a purchase price equal to the applicable tenant and percentage of Lessor's Cost indicated in Part III of Schedule C (the closing contemplated pursuant to such "Special Purchase Option is consummated on or Price"); provided, that if there has been an adjustment prior to the Closing Date, Seller and Buyer shall have no further obligations hereunder with respect to the Acquired Property affected by such Triggered Special Purchase Option and Date pursuant to Section 3.7, the Initial Special Purchase Price (including any installments thereof) shall be reduced by at all times calculated to preserve the Allocated Asset Value of such Acquired PropertyOwner Participant's Special Purchase Price After-Tax Yield, but in any event subject to Section 3. (c) If (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but the closing contemplated pursuant to such Purchase Option is scheduled after the Closing pursuant to the terms of the applicable Space Lease or purchase agreement executed by the parties in connection with such Purchase Option, the Acquired Property affected by such Purchase Option shall be deemed a Deferred Property pursuant to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicable, in which case Buyer and Seller shall set the Deferred Closing Date with respect to the applicable Acquired Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 below.

Purchase Options. On or before the Prime Date, NationsHealth will have the purchase options described in this Section 15. If Aegis has not received notice from NationsHealth within 33 days before the Prime Date of NationsHealth’s intention to exercise one or both of its purchase options on a particular date before the Expiration Date, Aegis will send to NationsHealth, with copy to counsel, a certified letter (athe “Prime Notice”) Prior to Closing, the Seller shall use commercially reasonable efforts to obtain the waivers informing NationsHealth that it has within 30 days following transmittal of the Triggered Purchase Options Prime Notice to (i) notify Aegis of its intention to exercise one or both of its purchase options; and those Non-Triggered Purchase Options which are exercisable (ii) the date of intended exercise, if any. Provided that NationsHealth has not already exercised one or both of its purchase options under this Section 15 and that a Prime Notice has been sent to NationsHealth by the applicable tenant during the period prior to Closing. Seller shall keep Buyer reasonably apprised of the status of SellerAegis, NationsHealth’s efforts to obtain such waivers and shall provide Buyer with copies of all correspondence with the applicable tenants in connection therewith. (b) If any Purchase Option is exercised by the applicable tenant and the closing contemplated pursuant to such Purchase Option is consummated on or prior to the Closing Date, Seller and Buyer shall have no further obligations hereunder purchase options under this Section 15 will only vest with respect to the Acquired Property affected by such Triggered Purchase Option purchase options that NationsHealth indicates it will exercise in a written, timely and adequate response to the Initial Purchase Price shall be reduced by the Allocated Asset Value of such Acquired PropertyPrime Notice. (ca) Subject to Section 7 (Consents) and this Section 15, NationsHealth has the option, but not the obligation, at any time upon thirty (30) days written notice to Aegis, to purchase or assume Aegis’s contractual rights and obligations in all, but not less than all, of the non-employee Assets specific to the Services at the New York Facility provided to NationsHealth, including the Capacity Fixed Assets and the Capacity Intangible Assets associated with the New York Facility, excluding, however, any contingent liability associated with any related real property lease agreement or any contingent liability not relating to the Services (such option, the “New York Purchase Option”) at the following price (the “New York Purchase Price”): i. If (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any the New York Purchase Option is exercised prior to Closing but the closing contemplated pursuant to such Expiration Date, the New York Purchase Price will equal the sum of (i) the Book Value of the Assets being purchased, plus (ii) the difference between $4,000,000 and one-half of the Management Fees received by Aegis as of the date the New York Purchase Option is scheduled after exercised by NationsHealth. ii. If the Closing pursuant to the terms of the applicable Space Lease or purchase agreement executed by the parties in connection with such Purchase Option, the Acquired Property affected by such Purchase Option shall be deemed a Deferred Property pursuant to the terms of Section 13.1. At such time as the closing contemplated under such New York Purchase Option is consummatedexercised upon or after the Expiration Date, Seller or after a breach of this Agreement by Aegis that remains uncured for thirty (30) days, the New York Purchase Price will equal the Book Value of the Assets being purchased. (b) Subject to Section 7 (Consents) and Buyer shall have no further this Section 15, NationsHealth has the option, but not the obligation, at any time upon thirty (30) days written notice to Aegis, to purchase or assume Aegis’s contractual rights and obligations hereunder with respect in all, but not less than all, of the non-employee Assets specific to such Acquired Property and Seller and Buyer shall direct Escrow Agent the Services at the Port St. Lucie Facility provided to return NationsHealth, including the Allocated Deposit Capacity Fixed Assets and the Escrowed Deferred Consideration Capacity Intangible Assets associated with the Port St. Lucie Facility, excluding, however, any contingent liability associated with any related real property lease agreement or any contingent liability not relating to Buyerthe Services (such option, the “Port St. Lucie Purchase Option”) at the following price (the “Port St. Lucie Purchase Price”): i. If the Port St. Lucie Purchase Option is exercised prior to the Expiration Date, the Port St. Lucie Purchase Price will equal the sum of (i) the Book Value of the Assets being purchased, plus (ii) the difference between $4,000,000 and one-half of the Management Fees received by Aegis as of the date the Port St. Lucie Purchase Option is exercised by NationsHealth. ii. If the Port St. Lucie Purchase Option is exercised upon or after the Expiration Date, or after a breach of this Agreement by Aegis that remains uncured for thirty (x30) with respect to any Triggered days, the Port St. Lucie Purchase Price will equal the Book Value of the Assets being purchased. Upon NationsHealth exercising either or both of the Purchase Options, and subject to Section 7 (Consents), Aegis will execute and deliver to NationsHealth one or more of a ▇▇▇▇ of Sale or Assignment and Assumption Agreement or both, the applicable tenant waives forms of which are attached hereto as Exhibits D and E, respectively. Further, notwithstanding Section 30 (Non-Solicitation) below, NationsHealth must offer employment to all of the Personnel associated with the New York Facility or elects the Port St. Lucie Facility, as the case may be, upon the exercise of a corresponding Purchase Option. The NationsHealth Purchase Options will not be affected by a Termination for Convenience or a Termination for Cause elected by Aegis so long as NationsHealth gives notice of the exercise of one or both of the Purchase Options prior to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part effective date of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicable, in which case Buyer and Seller shall set the Deferred Closing Date with respect to the applicable Acquired Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 belowtermination.

Purchase Options. (a) Prior to ClosingIn the event that a Purchase Option Event shall occur during the Term, the Seller Assignee shall use commercially reasonable efforts to obtain have the waivers right, but not the obligation (the "Assignee Option Repurchase"), exercisable within *** days of its receipt of written notice from the Assignor of the Triggered Purchase Options and those Non-Triggered Option Event (the "Purchase Options which are exercisable Option Exercise Period"), to require the Assignor to repurchase from the Assignee the Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the applicable tenant during Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the period prior Applicable Discount Rate to Closingthe date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event constituting a Purchase Option Event also constitutes a Call Option Event and Assignor has exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. Seller If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall keep Buyer reasonably apprised equal the average of the status Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of Seller’s efforts the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to obtain the Assignee's Account designated by the Assignee in such waivers election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and shall provide Buyer with copies the Assignor Option [***] We are seeking confidential treatment of all correspondence these terms, which have been omitted. The confidential portion has been filed separately with the applicable tenants in connection therewith. (b) If any Securities and Exchange Commission. Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option is exercised by Event, repurchase from the applicable tenant Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the closing contemplated pursuant to such Purchase Assignor Option is consummated on or prior to the Closing Date, Seller and Buyer shall have no further obligations hereunder with respect to the Acquired Property affected by such Triggered Purchase Option and the Initial Purchase Price shall be reduced by the Allocated Asset Value of such Acquired PropertyRepurchase Option. (c) If In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) any Triggered the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option is Exercise Period of a separate, prior Purchase Option Event that did not waived on or prior to Closing or also constitute the Call Option Event at issue, and (ii) any Purchase Assignee exercises its Assignee Option is exercised Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to Closing but the closing contemplated pursuant to such Purchase Option is scheduled after the Closing pursuant to the terms date of the applicable Space Lease or purchase agreement executed by Call Option Event. Assignor shall, within *** days following the parties in connection with such Purchase Optionconsummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Acquired Property affected by such Purchase Assignee Option shall be deemed a Deferred Property pursuant to Repurchase Price or the terms average of Section 13.1. At such time as the closing contemplated under such Purchase Assignee Option is consummated, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit Repurchase Price and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Assignor Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to closeRepurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case Buyer of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and Seller shall set the Deferred Closing Date with respect sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the applicable Acquired Property, which Deferred Closing Date Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall be within ten not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (10b) days after receipt by Buyer upon the occurrence of such notice and shall proceed a subsequent Purchase Option Event or a subsequent event described in accordance with Section 13.1 below5.07(b).

Purchase Options. (a) Prior to Closing, the Seller 1. Sellers shall use commercially reasonable efforts efforts, at Sellers' cost and expense, to obtain the waivers of the Triggered Purchase Options and those Non-Triggered Purchase Options which are exercisable by the applicable tenant during the period prior to Closing. Seller shall keep Buyer reasonably apprised of the status of Seller’s efforts to obtain such waivers and shall provide Buyer with copies of all correspondence obtain, in accordance with the applicable tenants in connection therewith. (b) If any Purchase Option is exercised by the applicable tenant and the closing contemplated pursuant to such Purchase Option is consummated on or prior to the Closing DateLeases, Seller and Buyer shall have no further obligations hereunder written waivers with respect to the Acquired Property affected acquisition contemplated by such Triggered this Agreement (each, a "Purchase Option Waiver") from each Purchase Option Tenant with respect to each Purchase Option possessed by said Purchase Option Tenant. If and to the extent said Purchase Option Tenant's Lease sets forth the form of said Purchase Option Waiver and the Initial substance to be contained therein, said Purchase Price Option Waiver shall be reduced by consistent with the Allocated Asset Value terms of such Acquired Propertysaid Lease. (c) If 2. It shall be a condition precedent to CSCP's obligation to consummate the transactions contemplated by this Agreement with respect to the Stabilized Property that CSCP shall receive either (i) any Triggered a Purchase Option is not waived on or prior Waiver from each Purchase Option Tenant with respect to Closing each Purchase Option consistent with the terms of each Purchase Option Tenant's Lease, or (ii) any with respect to those Leases that deem a Purchase Option is exercised prior waived provided the Purchase Option Tenant shall fail to Closing but exercise said Purchase Option within a defined period of time, (A) evidence acceptable to CSCP that any notices with respect to the closing contemplated Purchase Option shall have been properly given by Sellers in accordance with the terms of the applicable Lease, and (B) evidence acceptable to CSCP that the period of time required to lapse in order for the Purchase Option to be deemed waived to pursuant to such the Purchase Option Tenant's Lease shall have lapsed and (C) a certification from the applicable Seller that the Purchase Option has been validly and irrevocably waived with respect to the acquisition contemplated by this Agreement. If, on or before the Scheduled Stabilized Closing Date, the condition set forth in the immediately preceding sentence is scheduled after not satisfied with respect to one or more Purchase Option Properties (or waived in writing by CSCP), then CSCP shall have the Closing right, exercisable by delivery of written notice to Sellers, to remove the concerned Premises from the Premises being conveyed pursuant to this Agreement and receive a corresponding reduction in the Consideration, and a payment from Sellers in the amount of $15,000 per Premises so removed (unless CSCP shall elect that more than five (5) Stabilized Premises in the aggregate be removed, regardless of the reason for removal, pursuant to the terms of this Agreement, including, without limitation, pursuant to Article XII hereof, in which case, CSCP shall have the applicable Space Lease or purchase agreement executed right to terminate this Agreement by written notice delivered to Sellers (in which event the parties Title Company shall return the Required Deposit to CSCP, and no party hereto shall have any further obligations in connection with such Purchase Optionherewith except under those provisions that expressly survive a termination of this Agreement)); provided, however, that in the Acquired Property affected by such Purchase Option event that CSCP shall be deemed a Deferred Property elect to terminate this Agreement pursuant to the terms of this Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller 2 and Buyer Sellers shall have no further obligations hereunder with respect fail to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If satisfy either clauses (xi) or (ii) with respect to any Triggered Purchase Optionsmore than five (5) Stabilized Premises, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicablethen, in which case Buyer and Seller shall set the Deferred Closing Date with respect addition to the applicable Acquired PropertyTitle Company returning to CSCP the Required Deposit, which Deferred Closing Date simultaneously with the termination of this Agreement, Sellers shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 belowpay CSCP's Reimbursable Due Diligence Expenses to CSCP.

Purchase Options. Except as provided in Section13.4(h) (a) Prior to Closing, the Seller shall use commercially reasonable efforts to obtain the waivers of the Triggered Purchase Options and those Non-Triggered Purchase Options which are exercisable by the applicable tenant during the period prior to Closing. Seller shall keep Buyer reasonably apprised of the status of Seller’s efforts to obtain such waivers and shall provide Buyer with copies of all correspondence with the applicable tenants in connection therewith. (b) If any Purchase Option is exercised by the applicable tenant and the closing contemplated pursuant to such Purchase Option is consummated on or prior to the Closing Date, Seller and Buyer shall have no further obligations hereunder with respect to leased equipment), Franchisor will have the Acquired Property affected option, to be exercised within thirty (30) days from and including either the date of termination or expiration of this Agreement (unless appraisals are needed as described below, in which case such option shall be exercised within thirty (30) days after such appraisals are provided), to purchase from Franchisee any or all of the furnishings, equipment, signs, fixtures, motor vehicles, supplies, and inventory of Franchisee related to the operation of the Franchised Restaurant, at Franchisee's cost or fair market value, whichever is less. Franchisor will purchase Franchisee's assets only and will assume no liabilities whatsoever, unless otherwise agreed to in writing by such Triggered Purchase Option the parties. If the parties cannot agree on the fair market value within thirty (30) days after Franchisor's exercise of its option, fair market value will be determined by two appraisers, with each party selecting one appraiser, and the Initial Purchase Price shall average of their determinations will be reduced by binding. In the Allocated Asset Value event of such Acquired Property. appraisal, each party will bear its own legal and other costs and will split the appraisal fees equally. Within thirty (c30) If (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but the closing contemplated pursuant to days after Franchisor's receipt of such Purchase Option is scheduled after the Closing pursuant to the terms of the applicable Space Lease or purchase agreement executed by appraisal, the parties in connection with such Purchase Option, the Acquired Property affected by such Purchase Option shall be deemed a Deferred Property pursuant agreement as to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives fair market value or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part Franchisor's receipt of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to closeinformation and materials from Franchisee as Franchisor may prescribe evidencing Franchisee's cost, as applicable, Franchisor shall have the right to rescind its exercise of such option. If Franchisor elects to exercise any option to purchase herein provided, it will have the right to set off all amounts due from Franchisee to Franchisor or any of its affiliates (including any costs for the appraisal) and any costs incurred in which case Buyer connection with any escrow arrangement (including reasonable legal fees) against any payment therefor and Seller shall set will pay the Deferred Closing Date with remaining amount in cash. With respect to the applicable Acquired Propertyoption described in this Section13.4(i) Franchisee will deliver to Franchisor, which Deferred Closing Date shall in a form satisfactory to Franchisor, such warranties, deeds, releases of lien, bills of sale, assignments, and any other documents and instruments necessary in order to perfect Franchisor's title and possession in and to the properties being purchased or assigned and to meet the requirements of all tax and government authorities. If, at the time of closing, Franchisee has not obtained all of these certificates and other documents, Franchisor may, in its sole discretion, place the purchase price or rent in escrow pending issuance of any required certificates or documents. The time for closing of the purchase and sale of the properties described in this Section13.4(i) will be within ten a date not later than sixty (1060) days after receipt the purchase price is determined by Buyer the parties or the determination of the appraisers, or such notice date Franchisor receives and shall proceed in accordance with Section 13.1 belowobtains all necessary permits and approvals, whichever is later, unless the parties mutually agree to designate another date. Closing will take place at Franchisor's corporate offices or at such other location as Franchisor may designate.

Purchase Options. Except as provided in Section13.4(h) (a) Prior to Closing, the Seller shall use commercially reasonable efforts to obtain the waivers of the Triggered Purchase Options and those Non-Triggered Purchase Options which are exercisable by the applicable tenant during the period prior to Closing. Seller shall keep Buyer reasonably apprised of the status of Seller’s efforts to obtain such waivers and shall provide Buyer with copies of all correspondence with the applicable tenants in connection therewith. (b) If any Purchase Option is exercised by the applicable tenant and the closing contemplated pursuant to such Purchase Option is consummated on or prior to the Closing Date, Seller and Buyer shall have no further obligations hereunder with respect to leased equipment), Franchisor will have the Acquired Property affected option, to be exercised within thirty (30) days from and including either the date of termination or expiration of this Agreement (unless appraisals are needed as described below, in which case such option shall be exercised within thirty (30) days after such appraisals are provided), to purchase from Franchisee any or all of the furnishings, equipment, signs, fixtures, motor vehicles, supplies, and inventory of Franchisee related to the operation of the Franchised Restaurant, at Franchisee’s cost or fair market value, whichever is less. Franchisor will purchase Franchisee’s assets only and will assume no liabilities whatsoever, unless otherwise agreed to in writing by such Triggered Purchase Option the parties. If the parties cannot agree on the fair market value within thirty (30) days after Franchisor’s exercise of its option, fair market value will be determined by two appraisers, with each party selecting one appraiser, and the Initial Purchase Price shall average of their determinations will be reduced by binding. In the Allocated Asset Value event of such Acquired Property. appraisal, each party will bear its own legal and other costs and will split the appraisal fees equally. Within thirty (c30) If (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but the closing contemplated pursuant to days after Franchisor’s receipt of such Purchase Option is scheduled after the Closing pursuant to the terms of the applicable Space Lease or purchase agreement executed by appraisal, the parties in connection with such Purchase Option, the Acquired Property affected by such Purchase Option shall be deemed a Deferred Property pursuant agreement as to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives fair market value or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part Franchisor’s receipt of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to closeinformation and materials from Franchisee as Franchisor may prescribe evidencing Franchisee’s cost, as applicable, Franchisor shall have the right to rescind its exercise of such option. If Franchisor elects to exercise any option to purchase herein provided, it will have the right to set off all amounts due from Franchisee to Franchisor or any of its affiliates (including any costs for the appraisal) and any costs incurred in which case Buyer connection with any escrow arrangement (including reasonable legal fees) against any payment therefor and Seller shall set will pay the Deferred Closing Date with remaining amount in cash. With respect to the applicable Acquired Propertyoption described in this Section13.4(i) Franchisee will deliver to Franchisor, which Deferred Closing Date shall in a form satisfactory to Franchisor, such warranties, deeds, releases of lien, bills of sale, assignments, and any other documents and instruments necessary in order to perfect Franchisor’s title and possession in and to the properties being purchased or assigned and to meet the requirements of all tax and government authorities. If, at the time of closing, Franchisee has not obtained all of these certificates and other documents, Franchisor may, in its sole discretion, place the purchase price or rent in escrow pending issuance of any required certificates or documents. 42 [City, State] Franchise The time for closing of the purchase and sale of the properties described in this Section13.4(i) will be within ten a date not later than sixty (1060) days after receipt the purchase price is determined by Buyer the parties or the determination of the appraisers, or such notice date Franchisor receives and shall proceed in accordance with Section 13.1 belowobtains all necessary permits and approvals, whichever is later, unless the parties mutually agree to designate another date. Closing will take place at Franchisor’s corporate offices or at such other location as Franchisor may designate.

Purchase Options. (a) Prior Lessee shall have the option to Closingpurchase the Aircraft at the end of the Base Lease Term and each Renewal Term, so long as no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option. In order to exercise such option, Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the end of the Base Lease Term or such Renewal Term, as applicable (which notice shall be irrevocable). In such case, Lessee shall purchase the Aircraft on the last Business Day of the Base Lease Term or such Renewal Term, as applicable, at a purchase price equal to the fair market sales value thereof as of such last Business Day. Such fair market sales value shall be determined not later than three months prior to such last Business Day by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the Seller appraisals of which three appraisers shall use commercially reasonable efforts be averaged and such average shall be deemed to obtain be the waivers fair market sales value of the Triggered Purchase Options Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and those Non-Triggered Purchase Options which are exercisable such average shall be deemed to be the fair market sales value of the Aircraft for all purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the applicable tenant during the period date which is two months prior to Closingsuch last Business Day or if such two appraisers cannot agree on the amount of such appraisal and fail to appoint a third appraiser by the date which is one month before such last Business Day, then either Owner Participant or Lessee may apply to any court having jurisdiction to make such appointment. Seller For purposes of this Section 18.2, fair market sales value shall keep Buyer reasonably apprised be the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion to buy) and an informed and willing seller (under no compulsion to sell) and shall be determined on the assumptions that the Aircraft is in the United States of America, available for use by the buyer, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with the requirements of this Lease. At the time of payment to Lessor, in funds of the status type specified in Section 3.6, of Seller’s efforts to obtain such waivers and shall provide Buyer with copies the full amount of all correspondence with the applicable tenants in connection therewith. (b) If any Purchase Option is exercised by the applicable tenant and the closing contemplated purchase price pursuant to such Purchase Option is consummated this Section 18.2(a), Lessee shall also pay to Lessor all unpaid Interim Rent and Basic Rent due on or prior to the Closing Date, Seller last day of the Term and Buyer shall have no further obligations hereunder with respect to the Acquired Property affected by such Triggered Purchase Option and the Initial Purchase Price shall be reduced by the Allocated Asset Value of such Acquired Property. (c) If (iwithout duplication) any Triggered Purchase Option other Rent which is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but due and payable through and including the closing contemplated pursuant to such Purchase Option is scheduled after the Closing pursuant to the terms date of the applicable Space Lease or purchase agreement executed by the parties in connection with such Purchase Option, the Acquired Property affected by such Purchase Option shall be deemed a Deferred Property pursuant to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicable, in which case Buyer and Seller shall set the Deferred Closing Date with respect to the applicable Acquired Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 belowpayment.

Purchase Options. (a) Prior to Closing, the Seller Sellers shall use commercially reasonable efforts to obtain the waivers of the Triggered Purchase Options and those Non-Triggered Purchase Options which are exercisable by the applicable tenant during the period prior to Closing. Seller The Sellers shall keep Buyer reasonably apprised of the status of Seller’s Sellers’ efforts to obtain such waivers and shall provide Buyer with copies of all correspondence with the applicable tenants in connection therewith. (b) If any Purchase Option is exercised by the applicable tenant and the closing contemplated pursuant to such Purchase Option is consummated on or prior to the Closing Date, Seller the Sellers and the Buyer shall have no further obligations hereunder with respect to the Acquired CIR III Property affected by such Triggered Purchase Option and the Initial Purchase Price shall be reduced by the Allocated Asset Value of such Acquired CIR III Property. (c) If (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but the closing contemplated pursuant to such Purchase Option is scheduled after the Closing pursuant to the terms of the applicable Space Lease or purchase agreement executed by the parties in connection with such Purchase Option, the Acquired CIR III Property affected by such Purchase Option shall be deemed a Deferred Property pursuant to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller the Sellers and the Buyer shall have no further obligations hereunder with respect to such Acquired CIR III Property and Seller the Sellers and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to the Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller the Sellers shall notify the Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicable, in which case the Buyer and Seller the Sellers shall set the Deferred Closing Date with respect to the applicable Acquired CIR III Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 below13.1.

Purchase Options. (a) Prior to Closing, Gavi shall notify the Seller shall use commercially reasonable efforts to obtain the waivers Participant in writing of the Triggered its Purchase Options from time to time and those Non-Triggered Purchase Options which are exercisable by such notifications shall be binding on the applicable tenant during the period prior to Closing. Seller shall keep Buyer reasonably apprised of the status of Seller’s efforts to obtain such waivers and shall provide Buyer with copies of all correspondence with the applicable tenants in connection therewithParties. (b) If any the Participant does not wish to exercise a Purchase Option is exercised by from a Specified Manufacturer, the applicable tenant and Participant shall notify Gavi in writing, substantially in the closing contemplated pursuant form of Schedule 3 (Form of Non- Exercise Notice), during the Option Exercise Window (such notice, a “Non-Exercise Notice”). For the avoidance of doubt, a Participant will be obliged to such exercise a Purchase Option is consummated on or prior if it does not deliver to Gavi a Non-Exercise Notice during the Closing Date, Seller and Buyer shall have no further obligations hereunder with respect to the Acquired Property affected by such Triggered Purchase Option and the Initial Purchase Price shall be reduced by the Allocated Asset Value of such Acquired PropertyExercise Window. (c) If Participant exercises a Purchase Option, Gavi will confirm by notice in writing to the relevant Specified Manufacturer, the Participant’s order, the details of which (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but the closing contemplated pursuant including its Assigned Doses and Prepaid Doses in relation to such Purchase Option) will correspond with the relevant Purchase Option is scheduled after the Closing pursuant to the terms and constitute conclusive evidence of the applicable Space Lease or purchase agreement executed by the parties Assigned Doses and Prepaid Doses in connection with relation to such Purchase Option. (d) By exercising a Purchase Option, the Acquired Property affected Participant undertakes (i) to procure its Assigned Doses and take delivery of its Prepaid Doses, from the relevant Specified Manufacturer, as soon as such doses become available and in any event within such period as Gavi shall notify the Participant in writing, from time to time (such notifications being binding on the Parties); (ii) not to negotiate and to pay (or to procure the payment of) the Actual Procurement Price for the Assigned Doses; and (iii) to comply with the provisions of the relevant Purchase Option and supply contract with the relevant Specified Manufacturer, which will detail the mechanics for the procurement of the Assigned Doses and delivery of the Assigned Doses and Prepaid Doses. (e) For the avoidance of doubt, if after having been notified in writing by ▇▇▇▇ of a Purchase Option, the Participant delivers to Gavi a Non-Exercise Notice or it for any reason does not exercise such Purchase Option pursuant to Clause 4.1(c), it shall not be entitled to its Prepaid Doses in relation to such Purchase Option. (f) The Participant acknowledges and agrees that ▇▇▇▇ has the discretion to manage, with each of the relevant Specified Manufacturers, the timing of delivery of Approved Vaccine under the Purchase Options and the Prepaid Doses, in accordance with the Allocation Framework. (g) The Participant shall provide a certificate of confirmation to Gavi within 10 Business Days after it has satisfied its obligation to purchase its Assigned Doses in respect of each Purchase Option. The certificate of confirmation shall be in the form set out in Schedule 4 (Commitment Satisfaction Certificate) and shall be countersigned by the Specified Manufacturer or a procurement agent (if any) (the “Commitment Satisfaction Certificate”). The Commitment Satisfaction Certificate shall be deemed to be a Deferred Property pursuant confirmation that any amounts to be paid by the Participant to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller and Buyer shall Specified Manufacturer or a procurement agent (if any) have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicable, in which case Buyer and Seller shall set the Deferred Closing Date with respect to the applicable Acquired Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 belowbeen duly received.

Purchase Options. (a) Prior Lessee shall have the option to Closingpurchase the Aircraft at the end of the Base Lease Term and each Renewal Term, so long as (i) no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option and (ii) no Lease Event of Default of the type described in Section 14.5 or Lease Default of such type shall have occurred and be continuing on the purchase date. In order to exercise such option, Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the end of the Base Lease Term or such Renewal Term, as applicable (which notice shall be irrevocable). In such case, Lessee shall purchase the Aircraft on the last Business Day of the Base Lease Term or such Renewal Term, as applicable, at a purchase price equal to the fair market sales value thereof as of such last Business Day. Such fair market sales value shall be determined not later than three months prior to such last Business Day by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the Seller appraisals of which three appraisers shall use commercially reasonable efforts be averaged and such average shall be deemed to obtain be the waivers fair market sales value of the Triggered Purchase Options Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and those Non-Triggered Purchase Options which are exercisable such average shall be deemed to be the fair market sales value of the Aircraft for all purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the applicable tenant during the period date which is two months prior to Closingsuch last Business Day or if such two appraisers cannot agree on the amount of such appraisal and fail to appoint a third appraiser by the date which SALE AND LEASE AGREEMENT [N397SW] -57- 64 is one month before such last Business Day, then either Owner Participant or Lessee may apply to any court having jurisdiction to make such appointment. Seller For purposes of this Section 18.2, fair market sales value shall keep Buyer reasonably apprised be the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion to buy) and an informed and willing seller (under no compulsion to sell) and shall be determined on the assumptions that the Aircraft is in the United States of America, available for use by the buyer, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with the requirements of this Lease. At the time of payment to Lessor, in funds of the status type specified in Section 3.6, of Seller’s efforts the full amount of the purchase price pursuant to obtain such waivers this Section 18.2(a), Lessee shall also pay to Lessor all unpaid Basic Rent due on or prior to the last day of the Term and shall provide Buyer with copies (without duplication) any other Rent which is due and payable through and including the date of all correspondence with the applicable tenants in connection therewithpayment. (b) If any So long as (i) no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option and (ii) no Lease Event of Default of the type described in Section 14.5 or Lease Default of such type shall have occurred and be continuing on the Special Purchase Option Date, Lessee shall have the option to purchase the Aircraft on January 1, 2014 or, if such date is exercised by not a Business Day, on the applicable tenant and next succeeding Business Day (the closing contemplated pursuant to such "Special Purchase Option is consummated on or Date") at a purchase price equal to 57.72866546% of Lessor's Cost (the "Special Purchase Price"); provided, that if there has been an adjustment prior to the Closing Date, Seller and Buyer shall have no further obligations hereunder with respect to the Acquired Property affected by such Triggered Special Purchase Option and Date pursuant to Section 3.7, the Initial Special Purchase Price (including any installments thereof) shall be reduced by at all times calculated to preserve the Allocated Asset Value of such Acquired PropertyOwner Participant's Special Purchase Price After-Tax Yield, but in any event subject to Section 3. (c) If (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but the closing contemplated pursuant to such Purchase Option is scheduled after the Closing pursuant to the terms of the applicable Space Lease or purchase agreement executed by the parties in connection with such Purchase Option, the Acquired Property affected by such Purchase Option shall be deemed a Deferred Property pursuant to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicable, in which case Buyer and Seller shall set the Deferred Closing Date with respect to the applicable Acquired Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 below.

Purchase Options. (a) Prior Lessee shall have the option to Closingpurchase the Aircraft at the end of the Base Lease Term and each Renewal Term, so long as no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option. In order to exercise such option, Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the end of the Base Lease Term or such Renewal Term, as applicable (which notice shall be irrevocable). In such case, Lessee shall purchase the Aircraft on the last Business Day of the Base Lease Term or such Renewal Term, as applicable, at a purchase price equal to the fair market sales value thereof as of such last Business Day. Such fair market sales value shall be determined not later than three months prior to such last Business Day by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the Seller appraisals of SALE AND LEASE AGREEMENT [N621SW] -56- 63 which three appraisers shall use commercially reasonable efforts be averaged and such average shall be deemed to obtain be the waivers fair market sales value of the Triggered Purchase Options Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and those Non-Triggered Purchase Options which are exercisable such average shall be deemed to be the fair market sales value of the Aircraft for all purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the applicable tenant during the period date which is two months prior to Closingsuch last Business Day or if such two appraisers cannot agree on the amount of such appraisal and fail to appoint a third appraiser by the date which is one month before such last Business Day, then either Owner Participant or Lessee may apply to any court having jurisdiction to make such appointment. Seller For purposes of this Section 18.2, fair market sales value shall keep Buyer reasonably apprised be the cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion to buy) and an informed and willing seller (under no compulsion to sell) and shall be determined on the assumptions that the Aircraft is in the United States of America, available for use by the buyer, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with the requirements of this Lease. At the time of payment to Lessor, in funds of the status type specified in Section 3.6, of Seller’s efforts the full amount of the purchase price pursuant to obtain such waivers this Section 18.2(a), Lessee shall also pay to Lessor all unpaid Basic Rent due on or prior to the last day of the Term and shall provide Buyer with copies (without duplication) any other Rent which is due and payable through and including the date of all correspondence with the applicable tenants in connection therewithpayment. (b) If any So long as no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option, Lessee shall have the option to purchase the Aircraft on January 2, 2015 or, if such date is not a Business Day, on the next succeeding Business Day (the "Special Purchase Option is exercised by Date") at a purchase price equal to the applicable tenant and percentage of Lessor's Cost indicated in Part III of Exhibit C (the closing contemplated pursuant to such "Special Purchase Option is consummated on or Price"); provided, that if there has been an adjustment prior to the Closing Date, Seller and Buyer shall have no further obligations hereunder with respect to the Acquired Property affected by such Triggered Special Purchase Option and Date pursuant to Section 3.7, the Initial Special Purchase Price (including any installments thereof) shall be reduced by at all times calculated to preserve the Allocated Asset Value of such Acquired PropertyOwner Participant's Special Purchase Price After-Tax Yield, but in any event subject to Section 3. (c) If (i) any Triggered Purchase Option is not waived on or prior to Closing or (ii) any Purchase Option is exercised prior to Closing but the closing contemplated pursuant to such Purchase Option is scheduled after the Closing pursuant to the terms of the applicable Space Lease or purchase agreement executed by the parties in connection with such Purchase Option, the Acquired Property affected by such Purchase Option shall be deemed a Deferred Property pursuant to the terms of Section 13.1. At such time as the closing contemplated under such Purchase Option is consummated, Seller and Buyer shall have no further obligations hereunder with respect to such Acquired Property and Seller and Buyer shall direct Escrow Agent to return the Allocated Deposit and the Escrowed Deferred Consideration to Buyer. If (x) with respect to any Triggered Purchase Options, the applicable tenant waives or elects not to exercise (or is deemed to have waived or elected not to exercise) such Triggered Purchase Option following the Closing, or (y) with respect to any such Purchase Option the applicable tenant does exercise such Triggered Purchase Option but the closing contemplated pursuant to such Purchase Option is not consummated due to a default on the part of such tenant following the Closing, then in either case Seller shall notify Buyer of same within two (2) Business Days after such election (or deemed election) or failure to close, as applicable, in which case Buyer and Seller shall set the Deferred Closing Date with respect to the applicable Acquired Property, which Deferred Closing Date shall be within ten (10) days after receipt by Buyer of such notice and shall proceed in accordance with Section 13.1 below.