Common use of Put Right Clause in Contracts

Put Right. (a) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, Holders of Debentures will, subject to this Section 9.05, have the right (the “Put Right”) to require the Company to purchase such Debentures for cash on the Purchase Contract Settlement Date, at a price per Debenture to be purchased equal to the principal amount of the applicable Debenture (the “Put Price”). (b) The Put Right of a Holder of a Separate Debenture shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a Holder of a Separate Debenture may be exercised with respect to all or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate Debentures. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) If there has a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not been more than 45 days nor less than 15 days prior to the anticipated consummation date of such Liquidity Event, and the Company shall give each Securityholder prompt written notice of any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a Successful Remarketing majority of the Senior Preferred Units may elect (the "PUT ELECTION"), subject to and in accordance with the terms of this SECTION 2, to require all of the Securityholders to sell, and the Company to purchase from such Securityholders, all (but not less than all) of the Senior Preferred Units then held by the Securityholders by delivering written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company on or prior to the last tenth day after the Company delivers notice of such proposed Liquidity Event to the Securityholders. Upon receipt of a Put Exercise Notice, the Securityholders shall be obligated to sell, and the Company shall be obligated to purchase, all of the Final Remarketing Period, Holders of Debentures will, subject to this Section 9.05, have Senior Preferred Units then held by the right (the “Put Right”) to require the Company to purchase such Debentures for cash on the Purchase Contract Settlement Date, at a price per Debenture to be purchased equal Securityholders immediately prior to the principal amount consummation of such Liquidity Event. If the applicable Debenture (proposed Liquidity Event does not occur, the “Put Price”)Election relating thereto shall be deemed null and void. (b) The For any Put Right Election, the purchase price for each Senior Preferred Unit will be the SUM of a Holder of a Separate Debenture shall only be exercisable upon delivery of a notice substantially the Senior Preferred Unreturned Capital (as defined in the form attached LLC Agreement) and the Senior Preferred Unpaid Yield (as Exhibit B hereto (ordefined in the LLC Agreement), in the each case of Global Debentures, in accordance with applicable procedures as of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at or prior to 4:00 p.m., New York City time, close of business on the second Business Day business day immediately preceding the Purchase Contract Settlement Dateconsummation of the Liquidity Event. Such Put Right The Company will pay for a Holder of a Separate Debenture may the Senior Preferred Units to be exercised with respect to all or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures surrendered purchased by it from each Securityholder pursuant to the Put RightElection by first offsetting amounts outstanding under any bona fide debts owed by such Securityholder or any of its Affiliates to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the Trustee shall then distribute issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the Holders purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect of such Separate Debenturespromissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certified. (c) If there has not been a Successful Remarketing on or prior Notwithstanding anything herein to the last day contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Final Remarketing PeriodDelaware Limited Liability Company Act, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of Delaware General Corporation Law, such other applicable corporate or limited liability company laws, applicable federal and state securities laws, and the Purchase Contract Company's and Pledge Agreement (unless its Subsidiaries' debt financing agreements. If any such Holder has duly notified restrictions prohibit (i) the Purchase Contract Agent repurchase of its intent Senior Preferred Units hereunder which the Company is otherwise required to effect a Cash Settlement and timely paid the Purchase Price). make or (dii) Debentures purchased pursuant dividends, distributions or other transfers of funds from one or more Subsidiaries to the Put Right Company to enable such repurchase, then the Company shall be cancelled by make such repurchase as soon as it is permitted to make such repurchase (and receive the Trusteenecessary funds from its Subsidiaries) under such restrictions.

Put Right. (a) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing PeriodPurchase Contract Settlement Date, Holders of Debentures Separate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, subject to this Section 9.05305, have the right (the “"Put Right”") to require the Company to purchase such Debentures for cash their Senior Notes, on the Purchase Contract Settlement Date, at a price per Debenture to be purchased Senior Note equal to $25.00 plus accrued and unpaid interest to but excluding the principal amount of the applicable Debenture Purchase Contract Settlement Date (the “"Put Price”"). (b) The Put Right of a Holder Holders of a Separate Debenture shall only Senior Notes that are part of Corporate Units will be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto automatically exercised unless such Holders (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at or 1) prior to 4:00 p.m.11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25.00 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Such Unless a Corporate Unit holder has settled the related Purchase Contract with separate cash on or prior to the Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the proceeds of the Put Right for to the Company in full satisfaction of such Holder's obligations under the related Purchase Contract. Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Corporate Unit holder. If the Company shall fail to pay the Put Price on the Purchase Contract Settlement Date in accordance with the foregoing, the Company shall be deemed to have netted its obligation to pay the Put Price against the obligation of a Holder of a Senior Note that is a component of a Corporate Unit to pay the Purchase Price under the related Purchase Contract on the Purchase Contract Settlement Date. (c) The Put Right of a Holder of a Separate Debenture may Senior Note shall only be exercised with respect exercisable upon delivery of a notice to all the Trustee by such Holder on or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount)prior to the second Business Day prior to the Purchase Contract Settlement Date. Prior On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate DebenturesSenior Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) If Subject to paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to the last day end of the Final second Remarketing PeriodDate, Holders holders of Debentures Convertible Notes will, subject to this Section 9.058.02, have the right (the “Put Right”) to require the Company to purchase such Debentures for cash Convertible Notes on the Purchase Contract Settlement Date, at a price per Debenture Convertible Note to be purchased equal to the principal amount of the applicable Debenture Convertible Note (the “Put Price”). For the avoidance of doubt, Holders of record on the Record Date related to the Interest Payment Date falling on the Purchase Contract Settlement Date will receive accrued and unpaid interest on such Interest Payment Date. (b) The Put Right of holders of Convertible Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on such Business Day, deliver to the Collateral Agent $1,000 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.02(b)(iii) of the Purchase Contract and Pledge Agreement with respect to such settlement, and such holders shall be deemed to have elected to apply the proceeds of the Put Right of the Convertible Notes underlying such Convertible Notes equal to the Purchase Price against such holders’ obligations to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in full satisfaction of such holders’ obligations under the Purchase Contracts. (c) The Put Right of a Holder holder of a Separate Debenture Convertible Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at holder on or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a Holder of a Separate Debenture may be exercised with respect to all On or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount). Prior prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures Convertible Notes with respect to which a Holder holder has exercised a Put Right. In exchange for any Separate Debentures Convertible Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders holders of such Separate DebenturesConvertible Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing PeriodPurchase Contract Settlement Date, Holders of Debentures Separate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, subject to this Section 9.058.05, have the right (the “"Put Right”") to require the Company to purchase such Debentures for cash their Senior Notes, on the Purchase Contract Settlement Date, at a price per Debenture Senior Note equal to $50.00 plus accrued and unpaid interest to but excluding the Purchase Contract Settlement Date (the "Put Price"); provided, however, that as of the Purchase Contract Settlement Date, Holders of Senior Notes that are part of a Corporate Unit with respect to which a Put Right has been automatically exercised under clause (b) below shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be purchased issued under the related Purchase Contract from a portion of the Proceeds of the Put Right of such Senior Notes equal to the principal Purchase Price, less any Deferred Contract Adjustment Payments, in full satisfaction of such Holders' obligations under the Purchase Contracts, and any remaining amount of the applicable Debenture (Put Price following satisfaction of the “Put Price”)related Purchase Contract will be paid to such Holder. (b) The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 P.M., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. The Put Price for such Holders of Senior Notes shall be applied in accordance with Section 8.05(c) above. (c) The Put Right of a Holder of a Separate Debenture Senior Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at on or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding prior to the Purchase Contract Settlement Date. Such Put Right for a Holder of a Separate Debenture may be exercised with respect to all On or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount). Prior prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate DebenturesSenior Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) If Subject to paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing PeriodPurchase Contract Settlement Date, Holders of Debentures Separate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, subject to this Section 9.058.05, have the right (the “Put Right”) to require the Company to purchase such Debentures for cash their Senior Notes, on the Purchase Contract Settlement Date, at a price per Debenture to be purchased Senior Note equal to $1000.00 plus accrued and unpaid interest to but excluding the principal amount of the applicable Debenture Purchase Contract Settlement Date (the “Put Price”). (b) The Put Right of a Holder Holders of a Separate Debenture shall only Senior Notes that are part of Corporate Units will be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto automatically exercised unless such Holders (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at or 1) prior to 4:00 p.m.11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such , provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement and such Holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right for of such Senior Notes equal to the Purchase Price in full satisfaction of such Holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Holder. (c) The Put Right of a Holder of a Separate Debenture may Senior Note shall only be exercised with respect exercisable upon delivery of a notice to all the Trustee by such Holder on or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount)prior to the second Business Day prior to the Purchase Contract Settlement Date. Prior On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate DebenturesSenior Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) If there In the event that, with respect to the Non-Avondale Contributed Properties, the Non-Avondale Final Closing has not been a Successful Remarketing occurred on or prior to the last day of the Final Remarketing PeriodOutside Date, Holders of Debentures will, subject to this Section 9.05, OPTrust shall have the right and option at its sole discretion to exercise a put right (the “Put Right”), which right may be exercised by OPTrust by delivering written notice (the “Put Notice”) to require the Company Corporation at any time after the Outside Date but prior to the earlier of (i) consummation of the Non-Avondale Final Closing and (ii) 90 days following the Outside Date. Upon an exercise of the Put Right by OPTrust, the Corporation shall (A) purchase such Debentures for cash on from OPTrust a number of shares of Common Stock (the Purchase Contract Settlement Date, at a price per Debenture to be purchased “Common Stock Put Securities”) equal to the principal Put Right Ratio multiplied by 1,840,4911 and (B) concurrently with any purchase pursuant to the foregoing clause (A), purchase from Elco LR OPT II REIT LP a number of OPUs (the “OPU Put Securities” and, together with the Common Stock Put Securities, the “Put Securities”) equal to the Put Right Ratio multiplied by 386,5032. The aggregate consideration for the Put Securities shall be an amount equal to the number of Common Stock Put Securities to be acquired by the applicable Debenture Corporation pursuant OPTrust’s exercise of its Put Right multiplied by $8.15 (the “Put Price”). The Put Price shall be paid at the Put Closing by wire transfer of immediately available funds to the account or accounts designated by OPTrust in writing at least two (2) Business Days prior to the Put Closing Date. (b) The Put Right of a Holder of a Separate Debenture shall only be exercisable upon delivery of a notice substantially in In the form attached as Exhibit B hereto (orevent that, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, respect to the Trustee by such Holder at Avondale Contributed Property, the Avondale Closing has not occurred on or prior to 4:00 p.m.the Avondale Outside Date, New York City timeOPTrust shall have the right and option at its sole discretion to exercise its Put Right, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a Holder of a Separate Debenture which right may be exercised with respect to all or by OPTrust by delivering a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount). Prior Put Notice to the Purchase Contract Settlement Corporation at any time after the Avondale Outside Date but prior to the earlier of (i) consummation of the Avondale Closing and (ii) 90 days following the Avondale Outside Date. Upon an exercise of the Put Right by OPTrust, the Company Corporation shall deposit (A) purchase from OPTrust a number of Common Stock Put Securities equal to the Avondale Put Right Ratio multiplied by 1,840,491 and (B) concurrently with any purchase pursuant to the Trustee foregoing clause (A), purchase from Elco LR OPT II REIT LP a number of OPU Put Securities equal to the Avondale Put Right Ratio multiplied by 386,503. The aggregate consideration for the Put Securities shall be the Put Price. The Put Price shall be paid at the Put Closing by wire transfer of immediately available funds to the account or accounts designated by OPTrust in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures surrendered pursuant writing at least two (2) Business Days prior to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate DebenturesClosing Date. 1 $15,000,000 divided by $8.15 equals 1,840,491. 2 $3,150,000 divided by $8.15 equals 386,503. (c) If there has not been Any closing of the purchase and sale of the Put Securities (the “Put Closing”) shall take place at the offices of Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other mutually agreed upon location, upon a Successful Remarketing on or date to be determined by OPTrust that is no less than five (5) days and no more than forty-five (45) days after delivery of the Put Notice (the “Put Closing Date”). OPTrust shall provide the Corporation with written notice of its determination of the Put Closing Date at least five (5) days prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price)Closing Date. (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing PeriodPurchase Contract Settlement Date, Holders of Debentures Separate Notes and Holders of Notes that are a component of Corporate Units will, subject to this Section 9.057.04, have the right (the “Put Right”) to require the Company to purchase such Debentures for cash their Notes, on the Purchase Contract Settlement Date, at a price per Debenture to be purchased Note equal to $1,000 (or $50 per Applicable Ownership Interest) plus accrued and unpaid interest to but excluding the principal amount of the applicable Debenture Purchase Contract Settlement Date (the “Put Price”); provided, however, that as of the Purchase Contract Settlement Date, Holders of Notes that are part of a Corporate Unit with respect to which a Put Right has been automatically exercised under clause (b) below shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right of such Notes equal to the Purchase Price, less any Deferred Contract Adjustment Payments, in full satisfaction of such Holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Holder. (b) The Put Right of a Holder Holders of a Separate Debenture shall only Notes that are part of Corporate Units will be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto automatically exercised unless such Holders (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at or 1) prior to 4:00 p.m.11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Such The Put Price for Holders of Separate Notes shall be applied in accordance with Section 7.04(c) below. (c) The Put Right for of a Holder of a Separate Debenture may Note shall only be exercised with respect exercisable upon delivery of a notice to all the Trustee by such Holder on or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount)prior to the second Business Day prior to the Purchase Contract Settlement Date. Prior On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate DebenturesNotes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing PeriodPurchase Contract Settlement Date, Holders of Debentures Separate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, subject to this Section 9.058.05, have the right (the “"Put Right”") to require the Company to purchase such Debentures for cash their Senior Notes, on the Purchase Contract Settlement Date, at a price per Debenture to be purchased Senior Note equal to $50.00 plus accrued and unpaid interest to but excluding the principal amount of the applicable Debenture Purchase Contract Settlement Date (the “"Put Price”"). (b) The Put Right of a Holder Holders of a Separate Debenture shall only Senior Notes that are part of Corporate Units will be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto automatically exercised unless such Holders (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at or 1) prior to 4:00 p.m.11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Such Unless a Corporate Unit holder has settled the related Purchase Contract with separate cash on or prior to the Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right for to the Company in full satisfaction of such Holder's obligations under the related Purchase Contract. Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Corporate Unit holder. If the Company shall fail to pay the Put Price on the Purchase Contract Settlement Date in accordance with the foregoing, the Company shall be deemed to have netted its obligation to pay the Put Price against the obligation of a Holder of a Senior Note that is a component of a Corporate Unit to pay the Purchase Price under the related Purchase Contract on the Purchase Contract Settlement Date. (c) The Put Right of a Holder of a Separate Debenture may Senior Note shall only be exercised with respect exercisable upon delivery of a notice to all the Trustee by such Holder on or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount)prior to the second Business Day prior to the Purchase Contract Settlement Date. Prior On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate DebenturesSenior Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) If Subject to paragraph (b) hereof, if there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing PeriodDate, Holders holders of Debentures Senior Notes will, subject to this Section 9.058.05, have the right (the “Put Right”) to require the Company to purchase such Debentures for cash Senior Notes on the Purchase Contract Settlement Date, at a price per Debenture Senior Note to be purchased equal to the principal amount of the applicable Debenture Senior Note, plus accrued and unpaid interest to, but excluding, the Purchase Contract Settlement Date (the “Put Price”). (b) The Put Right of a Holder holders of a Separate Debenture shall only Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto deemed to be automatically exercised unless such holders (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at or 1) prior to 4:00 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such , provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.02(b)(v) of the Purchase Contract and Pledge Agreement with respect to such settlement, and such holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the proceeds of the Put Right for of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price in full satisfaction of such holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such holders. (c) The Put Right of a Holder holder of a Separate Debenture may Senior Note shall only be exercised with respect exercisable upon delivery of a notice to all the Trustee by such holder on or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount)prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Prior On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures Senior Notes with respect to which a Holder holder has exercised a Put Right. In exchange for any Separate Debentures Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders holders of such Separate DebenturesSenior Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.

Put Right. (a) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing PeriodPurchase Contract Settlement Date, Holders of Debentures Separate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, subject to this Section 9.058.05, have the right (the “Put Right”) to require the Company to purchase such Debentures for cash their Senior Notes, on the Purchase Contract Settlement Date, at a price per Debenture to be purchased Senior Note equal to $50.00 plus accrued and unpaid interest to but excluding the principal amount of the applicable Debenture Purchase Contract Settlement Date (the “Put Price”). (b) The Put Right of a Holder Holders of a Separate Debenture shall only Senior Notes that are part of Corporate Units will be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto automatically exercised unless such Holders (or, in the case of Global Debentures, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Debentures, to the Trustee by such Holder at or 1) prior to 4:00 p.m.11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Such Unless a Corporate Unit holder has settled the related Purchase Contract with separate cash on or prior to the Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right for to the Company in full satisfaction of such Holder’s obligations under the related Purchase Contract. Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Corporate Unit holder. If the Company shall fail to pay the Put Price on the Purchase Contract Settlement Date in accordance with the foregoing, the Company shall be deemed to have netted its obligation to pay the Put Price against the obligation of a Holder of a Senior Note that is a component of a Corporate Unit to pay the Purchase Price under the related Purchase Contract on the Purchase Contract Settlement Date. (c) The Put Right of a Holder of a Separate Debenture may Senior Note shall only be exercised with respect exercisable upon delivery of a notice to all the Trustee by such Holder on or a portion of such Holder’s Separate Debentures (so long as such portion is an integral multiple of $1,000 principal amount)prior to the second Business Day prior to the Purchase Contract Settlement Date. Prior On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Debentures Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate DebenturesSenior Notes. (c) If there has not been a Successful Remarketing on or prior to the last day of the Final Remarketing Period, the Put Right of Holders with respect to Debentures relating to Applicable Ownership Interests in Debentures included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Debentures purchased pursuant to the Put Right shall be cancelled by the Trustee.