Common use of Default Purchase Option Clause in Contracts

Default Purchase Option. Agent agrees to promptly provide notice to the trustee under the Senior Note Indenture when there has occurred the maturity (including as a result of acceleration or the commencement of an Event of Default under Section 8.1(h) or 8.1(i)) of the Obligations and the termination of the Revolving Loan Commitment. Such notice (the “Default Notice”) shall include the name and address of each Lender, and Agent agrees to notify Trustee of the name and address of any new Lender that acquires a Loan during the period beginning on the date of such Default Notice and ending on the earlier of the date twenty (20) Business Days following the delivery of the Default Notice or the Authorized Representative Property Elects under this Section 7.3, If an Authorized Representative Properly Elects to purchase all “Priority Lien Indebtedness” (as such term is defined in the Senior Note Indenture as originally in effect) arising under or secured by the Loan Documents (including, without limitation, Indebtedness arising under Hedging Agreements secured thereby), each Lender agrees to sell all, but not less than all, of the principal of and interest on and all prepayment or acceleration penalties and premiums in respect of the Loans outstanding at the time of purchase and all other Obligations (except Unasserted Contingent Obligations (as defined in the Senior Note Indenture as originally in effect)) then outstanding, together with all rights of such Lender with respect Jo Liens securing such Obligations and all Guarantees and other supporting obligations relating to such Obligations (the “Subject Property”), to Eligible Purchasers (as such term is defined in the Senior Note Indenture as originally in effect) identified by the Authorized Representative upon the following terms and conditions: (a) for a purchase price equal to 100% of the principal amount and accrued interest outstanding on the Obligations included in the Subject Property on the date of purchase plus all other Obligations included in the Subject Property (except any prepayment or acceleration penalty or premium (the term “prepayment penalty or acceleration premium” being deemed not to include default interest or LIBOR Rate breakage costs)) then unpaid, (b) with such purchase price payable in cash on the date of purchase (which date of purchase shall occur before the latter of (i) twenty (20) Business Days following the date of receipt by such trustee of the Default Notice and (ii) five (5) Business Days after the Authorized Representative shall have Properly Elected to purchase under this Section 7.3), against transfer to one or more “Eligible Purchasers” or its

Default Purchase Option. The Bank Agent agrees hereby grants the Indenture Trustee the right (without any obligation) to promptly provide notice purchase, at any time during the period that begins when all commitments to extend credit constituting all Bank Secured Obligations have terminated and all Bank Secured Obligations have matured (whether at the trustee under the Senior Note Indenture when there has occurred the maturity (including as a result of stated maturity, upon acceleration or otherwise, including by virtue of the commencement of an Event of Default under Section 8.1(hInsolvency or Liquidation Proceeding) or 8.1(i)) of and ends on the Obligations and 45th day after receipt by the termination of the Revolving Loan Commitment. Such notice (the “Default Notice”) shall include the name and address of each Lender, and Agent agrees to notify Indenture Trustee of the name and address of any new Lender that acquires a Loan during the period beginning on the date written notice of such Default Notice and ending on maturity from the earlier of the date twenty (20) Business Days following the delivery of the Default Notice or the Authorized Representative Property Elects under this Section 7.3Bank Agent, If an Authorized Representative Properly Elects to purchase all “Priority Lien Indebtedness” (as such term is defined in the Senior Note Indenture as originally in effect) arising under or secured by the Loan Documents (including, without limitation, Indebtedness arising under Hedging Agreements secured thereby), each Lender agrees to sell all, but not less than all, of the principal of and interest on and all prepayment or acceleration penalties and premiums in respect of the Loans all Bank Secured Obligations outstanding at the time of purchase and all other Bank Secured Obligations (except Unasserted Contingent Obligations (as defined in the Senior Note Indenture as originally in effect)) then outstanding, together with all rights of such Lender with respect Jo Liens liens securing such Bank Secured Obligations and all Guarantees guarantees and other supporting obligations relating to such Obligations (the “Subject Property”), to Eligible Purchasers (as such term is defined in the Senior Note Indenture as originally in effect) identified by the Authorized Representative upon the following terms and conditions: Bank Secured Obligations: (a) for a purchase price equal to 100% of the principal amount and accrued interest outstanding on the Bank Secured Obligations included in the Subject Property on the date of purchase (including fees and interest accruing after the commencement of a Liquidation or Insolvency Proceeding at the rate provided for in the Bank Credit Agreement (regardless of whether such item is an allowed claim under applicable law) and any costs of collection) plus all other Bank Secured Obligations included in the Subject Property (except including any LIBOR breakage costs but excluding any prepayment or acceleration penalty or premium (the term “prepayment penalty or acceleration premium” being deemed not to include default interest or LIBOR Rate breakage costs)) then unpaid, ; (b) with such purchase price payable in cash on the date of purchase (which date of purchase shall occur before the latter of (i) twenty (20) Business Days following the date of receipt by such trustee of the Default Notice and (ii) five (5) Business Days after the Authorized Representative shall have Properly Elected to purchase under this Section 7.3), against transfer to one an Eligible Purchaser or more “Eligible Purchasers” its nominee or itstransferee (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any Bank Secured Obligations or the validity, enforceability, perfection, priority or sufficiency of any lien securing or guarantee or other supporting obligation for any Bank Secured Obligations or as to any other matter whatsoever, except only the representation and warranty that the transferor is transferring free and clear of all liens and encumbrances (other than that will be satisfied and discharged concurrently with the closing of the purchase from the proceeds of the purchase price), and has good right to convey, whatever claims and interests it purports to have in respect of Bank Secured Obligations and any such liens, guarantees and supporting obligations pursuant to the Bank Financing Agreements); (c) with such purchase accompanied by a deposit of cash collateral under the dominion and control of the Bank Agent in an amount equal to 105% of the undrawn amount of each letter of credit then outstanding as Bank Secured Obligations, as security for the additional obligation of the purchaser to purchase, at par plus accrued interest, the reimbursement obligation in respect of such letter of credit as and when such letter of credit is funded and to pay all Bank Secured Obligations then outstanding relating to such letter of credit; and (d) pursuant to an Assignment and Assumption Agreement in the form of Exhibit E to the Bank Credit Agreement and otherwise consistent with this Section.

Default Purchase Option. Agent agrees to promptly provide notice to the trustee under the Senior Note Indenture when there has occurred the maturity (including as a result of acceleration or the commencement of an Event of Default under Section 8.1(h) or 8.1(i)) of the Obligations and the termination of the Revolving Loan Commitment. Such notice (the “Default Notice”) shall include the name and address of each Lender, and Agent agrees to notify Trustee of the name and address of any new Lender that acquires a Loan during the period beginning on the date of such Default Notice and ending on the earlier of the date twenty (20) Business Days following the delivery of the Default Notice or the Authorized Representative Property Properly Elects under this Section 7.3, . If an Authorized Representative Properly Elects to purchase all “Priority Lien Indebtedness” (as such term is defined in the Senior Note Indenture as originally in effect) arising under or secured by the Loan Documents (including, without limitation, Indebtedness arising under Hedging Agreements secured thereby), each Lender agrees to sell all, but not less than all, of the principal of and interest on and all prepayment or acceleration penalties and premiums in respect of the Loans outstanding at the time of purchase and all other Obligations (except Unasserted Contingent Obligations (as defined in the Senior Note Indenture as originally in effect)) then outstanding, together with all rights of such Lender with respect Jo to Liens securing such Obligations and all Guarantees and other supporting obligations relating to such Obligations (the “Subject Property”), to Eligible Purchasers (as such term is defined in the Senior Note Indenture as originally in effect) identified by the Authorized Representative upon the following terms and conditions: (a) for a purchase price equal to 100% of the principal amount and accrued interest outstanding on the Obligations included in the Subject Property on the date of purchase plus all other Obligations included in the Subject Property (except any prepayment or acceleration penalty or premium (the term “prepayment penalty or acceleration premium” being deemed not to include default interest or LIBOR Rate breakage costs)) then unpaid, (b) with such purchase price payable in cash on the date of purchase (which date of purchase shall occur before the latter of (i) twenty (20) Business Days following the date of receipt by such trustee of the Default Notice and (ii) five (5) Business Days after the Authorized Representative shall have Properly Elected to purchase under this Section 7.3), against transfer to one or more “Eligible Purchasers” or itsits nominee or transferee identified by the Authorized Representative (such transfer to be without

Default Purchase Option. Agent agrees to promptly provide notice to the trustee under the Senior Note Indenture when there has occurred the maturity (including as a result of acceleration or the commencement of an Event of Default under Section 8.1(h) or 8.1(i)) of the Obligations and the termination of the Revolving Loan Commitment. Such notice (the “Default Notice”) shall include the name and address of each Lender, and Agent agrees to notify Trustee of the name and address of any new Lender that acquires a Loan during the period beginning on the date of such Default Notice and ending on the earlier of the date twenty (20) Business Days following the delivery of the Default Notice or the Authorized Representative Property Properly Elects under this Section 7.3, . If an Authorized Representative Properly Elects to purchase all “Priority Lien Indebtedness” (as such term is defined in the Senior Note Indenture as originally in effect) arising under or secured by the Loan Documents (including, without limitation, Indebtedness arising under Hedging Agreements secured thereby), each Lender agrees to sell all, but not less than all, of the principal of and interest on and all prepayment or acceleration penalties and premiums in respect of the Loans outstanding at the time of purchase and all other Obligations (except Unasserted Contingent Obligations (as defined in the Senior Note Indenture as originally in effect)) then outstanding, together with all rights of such Lender with respect Jo to Liens securing such Obligations and all Guarantees and other supporting obligations relating to such Obligations (the “Subject Property”), to Eligible Purchasers (as such term is defined in the Senior Note Indenture as originally in effect) identified by the Authorized Representative upon the following terms and conditions: (a) for a purchase price equal to 100% of the principal amount and accrued interest outstanding on the Obligations included in the Subject Property on the date of purchase plus all other Obligations included in the Subject Property (except any prepayment or acceleration penalty or premium (the term “prepayment penalty or acceleration premium” being deemed not to include default interest or LIBOR Rate breakage costs)) then unpaid, (b) with such purchase price payable in cash on the date of purchase (which date of purchase shall occur before the latter of (i) twenty (20) Business Days following the date of receipt by such trustee of the Default Notice and (ii) five (5) Business Days after the Authorized Representative shall have Properly Elected to purchase under this Section 7.3), against transfer to one or more “Eligible Purchasers” or its

Default Purchase Option. Agent agrees Each Project Credit Party on behalf of each Class of First Lien Secured Obligations hereby grants the Project Credit Parties on behalf of each Class of Second Lien Secured Obligations the right (without any obligation) to promptly provide notice purchase, at any time during the period that begins when all commitments to extend credit constituting all First Lien Secured Obligations have terminated and all First Lien Secured Obligations have matured (whether at the trustee under the Senior Note Indenture when there has occurred the maturity (including as a result of stated maturity, upon acceleration or otherwise, including by virtue of the commencement of an Event Insolvency or Liquidation Proceeding) and ends on the 45th day after receipt by the Project Credit Parties on behalf of Default under Section 8.1(h) or 8.1(i)) each Class of Second Lien Secured Obligations of written notice of such maturity from the Project Credit Party on behalf of the Obligations and the termination of the Revolving Loan Commitment. Such notice (the “Default Notice”) shall include the name and address of each Lenderapplicable First Lien Secured Obligations, and Agent agrees to notify Trustee of the name and address of any new Lender that acquires a Loan during the period beginning on the date of such Default Notice and ending on the earlier of the date twenty (20) Business Days following the delivery of the Default Notice or the Authorized Representative Property Elects under this Section 7.3, If an Authorized Representative Properly Elects to purchase all “Priority Lien Indebtedness” (as such term is defined in the Senior Note Indenture as originally in effect) arising under or secured by the Loan Documents (including, without limitation, Indebtedness arising under Hedging Agreements secured thereby), each Lender agrees to sell all, but not less than all, of the principal of and interest on and all prepayment or acceleration penalties and premiums in respect of the Loans all First Lien Secured Obligations outstanding at the time of purchase and all other First Lien Secured Obligations (except Unasserted Contingent Obligations (as defined in the Senior Note Indenture as originally in effect)) then outstanding, together with all rights of such Lender with respect Jo Liens securing such First Lien Secured Obligations and all Guarantees guarantees and other supporting obligations relating to such Obligations (the “Subject Property”), to Eligible Purchasers (as such term is defined in the Senior Note Indenture as originally in effect) identified by the Authorized Representative upon the following terms and conditions: First Lien Secured Obligations: (a) for a purchase price equal to 100% of the principal amount and accrued interest outstanding on the First Lien Secured Obligations included in the Subject Property on the date of purchase (including fees and interest accruing after the commencement of a Liquidation or Insolvency Proceeding at the rate provided for in any Facility Agreement related to any First Lien Secured Obligation (regardless of whether such item is an allowed claim under applicable law) and any costs of collection) plus all other First Lien Secured Obligations included in the Subject Property (except including any LIBOR breakage costs but excluding any prepayment or acceleration penalty or premium (the term “prepayment penalty or acceleration premium” being deemed not to include default interest or LIBOR Rate breakage costs)) then unpaid, ; (b) with such purchase price payable in cash on the date of purchase (which date of purchase shall occur before the latter of (i) twenty (20) Business Days following the date of receipt by such trustee of the Default Notice and (ii) five (5) Business Days after the Authorized Representative shall have Properly Elected to purchase under this Section 7.3), against transfer to one an Eligible Purchaser or more “Eligible Purchasers” its nominee or itstransferee (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any First Lien Secured Obligations or the validity, enforceability, perfection, priority or sufficiency of any lien securing or guarantee or other supporting obligation for any First Lien Secured Obligations or as to any other matter whatsoever, except only the representation and warranty that the transferor is transferring free and clear of all Liens and encumbrances (other than that will be satisfied and discharged concurrently with the closing of the purchase from the proceeds of the purchase price), and has good right to convey whatever claims and interests it purports to have in respect of First Lien Secured Obligations and any such Liens, guarantees and supporting obligations pursuant to the applicable Facility Agreement and/or Shared Security Documents); (c) with such purchase accompanied by a deposit of cash collateral under the dominion and control of the Collateral Agent on behalf of the First Lien Secured Parties in an amount equal to 105% of the undrawn amount of each letter of credit then outstanding as Bank Secured Obligations and each letter of credit then outstanding as any other First Lien Secured Obligations, as security for the additional obligation of the purchaser to purchase, at par plus accrued interest, the reimbursement obligation in respect of each such letter of credit as and when each such letter of credit is funded and to pay all Bank Secured Obligations or any other First Lien Secured Obligations, as applicable, then outstanding with respect to each such letter of credit; and (d) pursuant to an Assignment and Acceptance in the form of Exhibit E to the Bank Credit Agreement and otherwise consistent with this Section 7.

Default Purchase Option. Agent agrees to promptly provide notice to the trustee Trustee under the Senior Note Indenture when there has occurred (1) the maturity (including as a result of acceleration or the commencement of an Event of Default under Section 8.1(h6.1(f) or 8.1(i6.1(g)) of the Obligations and or (2) the termination of the Revolving Loan CommitmentCommitment (the occurrence of (1) or (2), an "Occurrence"). Such notice (the “"Default Notice”") shall include the name and address of each Lender, and Agent agrees to notify Trustee of the name and address of any new Lender that acquires a Loan during the period beginning on the date of such Default Notice an Occurrence and ending on the earlier of the date twenty (20) Business Days following the delivery of the Default Notice or the Authorized Representative Property Noteholder(s) (as hereinafter defined) Properly Elects under this Section 7.3, 9.21. If an Authorized Representative one or more Noteholders (as defined in the Inter-Creditor Agreement) Properly Elects to purchase all “Priority Lien Indebtedness” "Senior Lender Claims" (as such term is defined in the Senior Note Indenture as originally in effect) arising under or secured by the Loan Documents (including, without limitation, Indebtedness arising under Hedging Agreements secured therebyInter-Creditor Agreement), each Lender agrees shall, upon and subject to the terms set forth below, sell to such Noteholders all, but not less than all, of the principal of and interest on and all prepayment or acceleration penalties and premiums in respect of the Loans Senior Lender Claims held by it that are outstanding at the time of purchase and all other Obligations (except Unasserted Contingent Obligations (as defined in the Senior Note Indenture as originally in effectInter-Creditor Agreement)) then outstanding, together with all rights of such Lender with respect Jo to Liens securing such Obligations and all Guarantees and other supporting obligations relating to such Obligations (and all rights of such Lender in respect thereof, other the “Subject Property”), to Eligible Purchasers rights in respect of Unasserted Contingent Obligations (as such term is defined in the Senior Note Indenture as originally Inter-Creditor Agreement) and rights in effect) identified by respect of undrawn Letters of Credit (the Authorized Representative "Subject Property"), upon the following terms and conditions: (a) for a purchase price equal to 100% of the principal amount and accrued interest outstanding on the Obligations included in the Subject Property on the date of purchase plus 100% of all other Obligations included in the Subject Property (except any prepayment or acceleration penalty or premium (the term “prepayment penalty or acceleration premium” being deemed not to include default interest or including LIBOR Rate breakage costs)Breakage Fees) then unpaid, (b) with such purchase price payable in cash on the date of purchase (which date of purchase shall occur before the latter of (i) twenty (20) Business Days following the date of receipt by such trustee Trustee of the Default Notice and (ii) five (5) Business Days after the Authorized Representative such Noteholder(s) shall have Properly Elected to purchase under this Section 7.39.21), against transfer to such Noteholder(s) (such transfer to be without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any Obligations included in the Subject Property or the validity, enforceability, perfection or priority or sufficiency of any Lien securing, or Guaranty or other supporting obligation for, any Obligations included in the Subject Property or as to any other matter whatsoever, other than the representation and warranty that the Subject Property is being sold and transferred without any adverse claim created by the applicable Lender), (c) with such purchase accompanied by a deposit by such Noteholder(s) or the Trustee of cash collateral under control of the Agent or, at the direction of the Agent, the applicable L/C Issuer or L/C Issuers (pursuant to agreements reasonably acceptable to the Agent or such L/C Issuer or L/C Issuers, as the case may be, and with a depositary reasonably acceptable to the Agent or such L/C Issuer or L/C Issuers, as the case may be) in an amount equal to 105% of the undrawn amount of each Letter of Credit then outstanding, as security for the additional obligation of the purchaser to purchase, at par plus accrued interest, the reimbursement obligation in respect of such Letters of Credit as and when such Letters of Credit are funded and to pay all Obligations included in the Subject Property then outstanding relating to such Letter of Credit, (d) no Lender shall be required to sell any Senior Lender Claims unless one or more “Eligible Purchasers” Noteholders Properly Elects to purchase all Senior Lender Claims held by all Lenders and all Senior Lender Claims of all Lenders are sold concurrently and (e) upon documents reasonably acceptable to Agent, such Lender, the Trustee and such Noteholder(s) and consistent with the foregoing clauses (a) through (d). The option to purchase under this Section 9.21 is exercisable only once. The term "Properly Elects" means the delivery by such Noteholder(s) or itsthe Trustee on its (or their) behalf during the period that begins on the date of an Occurrence and ends on the twentieth (20th) Business Day following receipt by the Trustee of a Default Notice, to the Agent and each Lender by such Noteholder(s) of an irrevocable written notice to purchase all "Senior Lender Claims" (as such term is defined in the Inter-Creditor Agreement) pursuant to the terms of this Section 9.21. Notwithstanding anything to the contrary herein or in the Inter-Creditor Agreement, the Noteholders shall be a third-party beneficiary of this Section 9.21, and no amendments or modifications of this Section 9.21 shall be made or become effective without the written consent of the Noteholders holding more than 50% of the principal of the Notes (as defined in the Inter-Creditor Agreement).

Default Purchase Option. Agent agrees to promptly provide notice to the trustee under the Senior Note Indenture when there has occurred the maturity (including as a result of acceleration or the commencement of an Event of Default under Section 8.1(h) or 8.1(i)) of the Obligations and the termination of the Revolving Loan Commitment. Such notice (the “Default Notice”"DEFAULT NOTICE") shall include the name and address of each Lender, and Agent agrees to notify Trustee of the name and address of any new Lender that acquires a Loan during the period beginning on the date of such Default Notice and ending on the earlier of the date twenty (20) Business Days following the delivery of the Default Notice or the Authorized Representative Property Properly Elects under this Section 7.3, . If an Authorized Representative Properly Elects to purchase all “"Priority Lien Indebtedness” " (as such term is defined in the Senior Note Indenture as originally in effect) arising under or secured by the Loan Documents (including, without limitation, Indebtedness arising under Hedging Agreements secured thereby), each Lender agrees to sell all, but not less than all, of the principal of and interest on and all prepayment or acceleration penalties and premiums in respect of the Loans outstanding at the time of purchase and all other Obligations (except Unasserted Contingent Obligations (as defined in the Senior Note Indenture as originally in effect)) then outstanding, together with all rights of such Lender with respect Jo to Liens securing such Obligations and all Guarantees and other supporting obligations relating to such Obligations (the “Subject Property”"SUBJECT PROPERTY"), to Eligible Purchasers (as such term is defined in the Senior Note Indenture as originally in effect) identified by the Authorized Representative upon the following terms and conditions: (a) for a purchase price equal to 100% of the principal amount and accrued interest outstanding on the Obligations included in the Subject Property on the date of purchase plus all other Obligations included in the Subject Property (except any prepayment or acceleration penalty or premium (the term “"prepayment penalty or acceleration premium” " being deemed not to include default interest or LIBOR Rate breakage costs)) then unpaid, (b) with such purchase price payable in cash on the date of purchase (which date of purchase shall occur before the latter of (i) twenty (20) Business Days following the date of receipt by such trustee of the Default Notice and (ii) five (5) Business Days after the Authorized Representative shall have Properly Elected to purchase under this Section 7.3), against transfer to one or more “"Eligible Purchasers” " or itsits 63 nominee or transferee identified by the Authorized Representative (such transfer to be without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any Obligations included in the Subject Property or the validity, enforceability, perfection or priority or sufficiency of any Lien securing, or Guaranty or other supporting obligation for, any Obligations included in the Subject Property or as to any other matter whatsoever, except only the representation and warranty that the transferee is transferring free and clear of all Liens and encumbrances (other than those that will be satisfied and discharged concurrently with the closing of such purchase), and has good right to convey, whatever claims and interest it may have in respect of the Subject Property pursuant to the Loan Documents), (c) with such purchase accompanied by a deposit by the Authorized Representative on behalf of such "Eligible Purchasers" of cash collateral under control of the Agent (pursuant to agreements reasonably acceptable to the Agent and with a depositary reasonably acceptable to the Agent) in an amount equal to 105% of the undrawn amount of each Letter of Credit then outstanding, as security for the additional obligation of the purchaser to purchase, at par plus accrued interest, the reimbursement obligation in respect of such Letters of Credit as and when such Letters of Credit are funded and to pay all Obligations included in the Subject Property then outstanding relating to such Letter of Credit and (d) upon documents reasonably acceptable to Agent, such Lender and the Authorized Representative and consistent with the foregoing clauses (a) through (c). The option to purchase under this Section 7.3 is exercisable only once. An "AUTHORIZED REPRESENTATIVE" shall mean the Trustee or an Eligible Purchaser (as such term is defined in the Senior Note Indenture as originally in effect) who the Trustee, in a writing delivered to the Agent and each Lender, indicates is authorized to exercise rights under this Section 7.3. The term "PROPERLY ELECTS" means the delivery within twenty (20) Business Days following receipt by the Trustee of notice of acceleration of the Obligations and termination of the Commitments to the Agent and each Lender by an Authorized Representative of an irrevocable written notice to purchase all "Priority Lien Indebtedness" (as such term is defined in the Senior Note Indenture as originally in effect) arising under or secured by the Loan Documents (including, without limitation, Indebtedness arising under Hedging Agreements) pursuant to the terms of this Section 7.3.