Common use of Exercise of Put Right Clause in Contracts

Exercise of Put Right. (i) The applicable Put Rights may be exercised individually by each BGLH Guarantee Holder, Lineage REIT and Lineage OP during its applicable Put Exercise Windows in accordance with Section 1(a) by delivering to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, a notice in writing (a “Put Exercise Notice”) indicating such BGLH Guarantee Holder’s, Lineage REIT’s and/or Lineage OP’s intention to exercise the applicable Put Right and specifying the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised and the amounts and forms of exercise. Notwithstanding the foregoing: (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; and (C) the Secondary Put Right corresponding to a Primary Put Right, and the Tertiary Put Right corresponding to such Secondary Put Right, each shall be deemed to have been exercised with or without any Put Exercise Notice if the applicable Primary Put Right has been exercised. (ii) The closing of any sale of Primary Put Securities, Secondary Put Securities or Tertiary Put Securities, issuance of Top-Up Securities or distribution of Top-Up Cash pursuant to this Section 1 shall take place no later than five Business Days following receipt by Lineage REIT, Lineage OP or Lineage Holdings, as applicable, of the applicable Put Exercise Notice, or such other date as may be agreed by the applicable Parties.

Exercise of Put Right. The Put Right shall be exercised as a matter of the Port's sole discretion by written notice (the "Put Notice") given to Permittee by the Port no later than sixty (60) days' before the intended Other Permittee Space Delivery Date, which Put Notice must specify (a) the intended Other Permittee Space Delivery Date, and (b) describe in reasonable detail (i) The applicable Put Rights may be exercised individually by each BGLH Guarantee Holderthe nature of the operation that the Other Permittee had been operating in the Other Permittee Space (the "Other Permittee's Business"), Lineage REIT and Lineage OP during its applicable Put Exercise Windows in accordance with Section 1(a) by delivering to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, a notice in writing (a “Put Exercise Notice”) indicating such BGLH Guarantee Holder’s, Lineage REIT’s and/or Lineage OP’s intention to exercise the applicable Put Right and specifying the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised and the amounts and forms of exercise. Notwithstanding the foregoing: (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; and (C) the Secondary Put Right corresponding to a Primary Put Right, and the Tertiary Put Right corresponding to such Secondary Put Right, each shall be deemed to have been exercised with or without any Put Exercise Notice if the applicable Primary Put Right has been exercised. (ii) The closing any third-party licenses that the Other Permittee utilized in the operation of the Other Permittee's Business (the "Third Party Licenses") and whether the Port has the right to assign those rights to Permittee, and (iii) the intangible rights held by the Other Permittee with respect to the Other Permittee's Business (the "Other Permittee's Intangible Rights") and whether the Port has the right to assign those rights to Permittee so that, subject to the next sentence, Permittee shall be permitted to legally operate the Other Permitted Space for the Balance of the Term. Subject to the provisions of Section 4 of this "Attachment "C", if the Port can assign all of the Third Party Licenses and all Other Permittee's Intangible Rights so that Permittee shall be permitted to legally operate the Other Permitted Space for the Other Permittee's Business for the Balance of the Term, the Port shall have the right to cause Permittee to operate the Other Permittee Space for the Other Permittee's Business for the Balance of the Term. Such an operation by Permittee is a "Business Continuation." In addition to the other requirements above, the Put Notice shall specify whether the Port elects that Permittee undertake a Business Continuation. For the avoidance of any sale confusion, the Business Continuation would be for the benefit of Primary Put SecuritiesPermittee (and not the Other Permittee) and all revenue therefrom would accrue to the benefit of Permittee (provided, Secondary Put Securities however, the foregoing shall not be construed to terminate or Tertiary Put Securities, issuance of Top-Up Securities or distribution of Top-Up Cash pursuant limit Permittee's obligation to this Section 1 shall take place no later than five Business Days following receipt by Lineage REIT, Lineage OP or Lineage Holdings, as applicable, pay the Rent for the Other Permittee Space during the Balance of the applicable Put Exercise Notice, or such other date as may be agreed by the applicable PartiesTerm).

Exercise of Put Right. (a) Lender shall have the right (the "Put Right"), in its sole discretion, to assign to Equity Sub all of Lender's interests in and to (i) The applicable Put Rights may be exercised individually the Commitment and (ii) all outstanding Loans and other amounts owed by Merisel Americas to Lender under the Note, in each BGLH Guarantee Holdercase upon the terms and conditions set forth herein. (b) Upon the occurrence and at any and all times during the continuation of an Event of Default, Lineage REIT and Lineage OP during its applicable Equity Sub hereby agrees that, upon receipt of a Notice of Put Exercise Windows from Lender, it shall (i) purchase from Lender its entire interest in accordance with Section 1(a) by delivering to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, a notice in writing (a “all unpaid amounts outstanding under the Note on the Put Exercise Notice”) indicating such BGLH Guarantee Holder’s, Lineage REIT’s and/or Lineage OP’s intention Date for an amount equal to exercise the applicable Put Right and specifying the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised Purchase Price and (ii) assume the amounts Commitment. Such purchase and forms of exercise. Notwithstanding assumption shall be effective on the foregoing: date (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable "Put Exercise WindowDate") specified in the Notice of Put Exercise, the Parties which date shall each have an additional 60 days be not less than twenty-two Business Days after the applicable Notice of Put Exercise Window is given by Lender to deliver Equity Sub. (c) Anything contained in any of the Credit Documents to the contrary notwithstanding, in the event that any Loans or other amounts owed by Merisel Americas to Lender under the Note are outstanding on the Commitment Termination Date, Lender shall give Equity Sub a Notice of Put Exercise on the Commitment Termination Date specifying a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise Date of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise WindowJuly 2, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; and (C) the Secondary Put Right corresponding to a Primary Put Right, and the Tertiary Put Right corresponding to such Secondary Put Right, each shall be deemed to have been exercised with or without any Put Exercise Notice if the applicable Primary Put Right has been exercised1998. (iid) The closing effectiveness of any sale of Primary Put Securities, Secondary Put Securities or Tertiary Put Securities, issuance of Top-Up Securities or distribution of Top-Up Cash purchase and assumption by Equity Sub pursuant to this Section 1 clause (b) or (c) above shall take place no later than five Business Days following receipt by Lineage REIT, Lineage OP or Lineage Holdings, as applicable, be subject to satisfaction of the applicable following conditions: (1) the execution and delivery of an Assignment and Assumption Agreement by Equity Sub and Lender, (2) Lender's delivery to Equity Sub of the Note, endorsed by Lender to Equity Sub without representation, warranty or recourse (other than a representation by Lender that the Note has not been pledged to any party (including the Federal Reserve Bank of New York) or otherwise encumbered by Lender), and (3) payment by Equity Sub to Lender of the Put Purchase Price. Any such purchase shall be made on the Put Exercise NoticeDate pursuant to the terms of, and at the time and place specified in, the Assignment and Assumption Agreement to be executed and delivered by Equity Sub and Lender upon Lender's exercise of the Put Right. (e) Equity Sub agrees that the purchase of the Loans and other amounts outstanding under the Note (and the endorsement and transfer of the Note to Equity Sub in connection therewith) shall be without recourse to or representation or warranty by Lender (other than a representation by Lender that the Note has not been pledged to any party (including the Federal Reserve Bank of New York) or otherwise encumbered by Lender). In furtherance of the foregoing, Lender shall not be responsible to Equity Sub for (1) the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of any of the Credit Documents, (2) any representations, warranties, recitals or statements made therein or in any written or oral statements or any financial or other statements, instruments, reports or certificates or other documents furnished by Lender to Equity Sub or by or on behalf of Merisel Americas to Lender or to Equity Sub in connection with the Credit Documents and the transactions contemplated thereby, or (3) the financial condition or business affairs of Merisel Americas or any other Person liable for the payment of any obligations outstanding under the Note, nor shall Lender be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default. (f) In the event that Lender applies any payments received (either directly or through Equity Sub) by Lender pursuant to the Assignment of Equity Proceeds to the payment of the Put Purchase Price, such other date as may be agreed by application shall, to the applicable Partiesextent of such amount so applied, satisfy the obligation of Equity Sub under this Agreement to make a payment in a corresponding amount in respect of the Put Purchase Price.

Exercise of Put Right. If at any time on or after March 31, 2010 the Company's Common Stock is not listed on at least one of The American Stock Exchange, Inc., the Nasdaq National Market, the Nasdaq SmallCap Market, The New York Stock Exchange, Inc. or the OTC Bulletin Board, each Holder shall have the right (ia "Put Right") The applicable Put Rights may be exercised individually beginning on March 31, 2010 and continuing for a period of two (2) years thereafter, to require that the Company purchase all or any portion of the Warrant or Shares then owned by each BGLH Guarantee Holder, Lineage REIT and Lineage OP during its applicable Put Exercise Windows such Holder in accordance with this Section 1(a) 10, by delivering delivery of a written notice to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, the Company to the effect that such Holder is exercising a notice in writing Put Right under this Section 10 (a “"Put Exercise Notice”) indicating such BGLH Guarantee Holder’s, Lineage REIT’s and/or Lineage OP’s intention to exercise "). Upon receipt by the applicable Put Right and specifying the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised and the amounts and forms Company of exercise. Notwithstanding the foregoing: (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise Window, the Parties shall Company will promptly (and in any event within five (5) business days) give written notice (a "Company Notice") to each have an additional 60 days after of the applicable Put Exercise Window other Holders, if any, and to deliver the holders of the Additional Warrants, if any, that a Put Exercise Notice; and (C) Notice has been received by the Secondary Company. Each such other Holder will have the right to exercise a Put Right corresponding and require the Company to a Primary purchase (on the same Put Right, and Closing Date (as defined below) relating to the Tertiary Put Right corresponding Exercise Notice) all or any portion of the Warrant or Shares held by such Holder by delivering written notice to the Company within ten (10) days following receipt of the Company Notice. All such Secondary Put Right, each shall notices delivered by such other Holders will be deemed to have been exercised with or without any delivered as of the date of the Put Exercise Notice if the applicable Primary and will be deemed to be an exercise of a Put Right has been by each such other Holder as of such date. Upon the exercise of a Put Right by a Holder, the purchase price payable by the Company to such Holder (a "Put Purchase Price") shall be as follows: (i) in the case of such Holder's Warrant, an amount determined by subtracting (A) the aggregate Exercise Price then in effect for the portion of such Holder's Warrant with respect to which the Put Right is being exercised from (B) the product of (1) the Fair Market Value per Share as of the date of exercise of the Put Right (i.e., the date of receipt of the Put Exercise Notice) multiplied by (2) the number of Shares that would be received upon exercise of the portion of the Holder's Warrant with respect to which the Put Right is being exercised.; and (ii) The closing in the case of any sale Shares, an amount equal to the product of Primary Put Securities, Secondary Put Securities or Tertiary Put Securities, issuance of Top-Up Securities or distribution of Top-Up Cash pursuant to this Section 1 shall take place no later than five Business Days following receipt by Lineage REIT, Lineage OP or Lineage Holdings, (A) the Fair Market Value per Share as applicable, of the applicable date of exercise of the Put Right, multiplied by (B) the number of Shares with respect to which the Put Right is being exercised. Promptly and in any event within five (5) business days following the Company's receipt of a Put Exercise Notice, or the Company shall initiate the process for determination of the Fair Market Value per Share, shall use its commercially reasonable best efforts to cause such other date as may process to proceed expeditiously, and in any event, shall cause such process to be agreed by completed within sixty (60) days of the applicable Partiesreceipt of the Put Exercise Notice, and shall give prompt written notice of the determination thereof to each Holder.

Exercise of Put Right. If at any time on or after March 31, 2010 the Company's Common Stock is not listed on at least one of The American Stock Exchange, Inc., the NASDAQ National Market, the NASDAQ SmallCap Market, The New York Stock Exchange, Inc. or the OTC Bulletin Board, each Holder shall have the right (ia "Put Right") The applicable Put Rights may be exercised individually beginning on March 31, 2010 and continuing for a period of two (2) years thereafter, to require that the Company purchase all or any portion of the Warrant or Shares then owned by each BGLH Guarantee Holder, Lineage REIT and Lineage OP during its applicable Put Exercise Windows such Holder in accordance with this Section 1(a) 10, by delivering delivery of a written notice to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, the Company to the effect that such Holder is exercising a notice in writing Put Right under this Section 10 (a “"Put Exercise Notice”) indicating such BGLH Guarantee Holder’s, Lineage REIT’s and/or Lineage OP’s intention to exercise "). Upon receipt by the applicable Put Right and specifying the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised and the amounts and forms Company of exercise. Notwithstanding the foregoing: (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise Window, the Parties shall Company will promptly (and in any event within five (5) business days) give written notice (a "Company Notice") to each have an additional 60 days after of the applicable Put Exercise Window other Holders, if any, and to deliver the holders of the Petra Warrant, the Laddcap Warrant, and the Initial Patriot Warrant, if any, that a Put Exercise Notice; and (C) Notice has been received by the Secondary Company. Each such other Holder will have the right to exercise a Put Right corresponding and require the Company to a Primary purchase (on the same Put Right, and Closing Date (as defined below) relating to the Tertiary Put Right corresponding Exercise Notice) all or any portion of the Warrant or Shares held by such Holder by delivering written notice to the Company within ten (10) days following receipt of the Company Notice. All such Secondary Put Right, each shall notices delivered by such other Holders will be deemed to have been exercised with or without any delivered as of the date of the Put Exercise Notice if the applicable Primary and will be deemed to be an exercise of a Put Right has been by each such other Holder as of such date. Upon the exercise of a Put Right by a Holder, the purchase price payable by the Company to such Holder (a "Put Purchase Price") shall be as follows: (i) in the case of such Holder's Warrant, an amount determined by subtracting (A) the aggregate Exercise Price then in effect for the portion of such Holder's Warrant with respect to which the Put Right is being exercised from (B) the product of (1) the Fair Market Value per Share as of the date of exercise of the Put Right (i.e., the date of receipt of the Put Exercise Notice) multiplied by (2) the number of Shares that would be received upon exercise of the portion of the Holder's Warrant with respect to which the Put Right is being exercised.; and (ii) The closing in the case of any sale Shares, an amount equal to the product of Primary Put Securities, Secondary Put Securities or Tertiary Put Securities, issuance of Top-Up Securities or distribution of Top-Up Cash pursuant to this Section 1 shall take place no later than five Business Days following receipt by Lineage REIT, Lineage OP or Lineage Holdings, (A) the Fair Market Value per Share as applicable, of the applicable date of exercise of the Put Right, multiplied by (B) the number of Shares with respect to which the Put Right is being exercised. Promptly and in any event within five (5) business days following the Company's receipt of a Put Exercise Notice, or the Company shall initiate the process for determination of the Fair Market Value per Share, shall use its commercially reasonable best efforts to cause such other date as may process to proceed expeditiously, and in any event, shall cause such process to be agreed by completed within sixty (60) days of the applicable Partiesreceipt of the Put Exercise Notice, and shall give prompt written notice of the determination thereof to each Holder.

Exercise of Put Right. (i) The applicable An Investor shall exercise its Put Rights may be exercised individually Right by each BGLH Guarantee Holder, Lineage REIT giving written notice of its exercise of the Put Right to AFH and Lineage OP during its applicable Put Exercise Windows in accordance with Section 1(a) by delivering to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, a notice in writing the Company (a “Put Exercise Notice”) indicating such BGLH Guarantee Holder’s), Lineage REIT’s and/or Lineage OP’s intention to exercise in accordance with the applicable Put Right and specifying the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised and the amounts and forms provisions of exercise. Notwithstanding the foregoing: (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; and (C) the Secondary Put Right corresponding to a Primary Put Right, and the Tertiary Put Right corresponding to such Secondary Put Right, each shall be deemed to have been exercised with or without any Put Exercise Notice if the applicable Primary Put Right has been exercisedSection 6 hereof. (ii) The closing Each Investor may only exercise its Put Right as to all, but not less than all, of such Investor’s Amended Notes and Amended Warrants. (iii) Upon exercise of the Put Right by an Investor, the purchase of such Investor’s Amended Notes and Amended Warrants by AFH shall be consummated within ten (10) business days following the date of the Put Exercise Notice (the “Repurchase Deadline”). In the event AFH does not pay the Put Purchase Price to an Investor on or prior to the Repurchase Deadline, it shall be in default hereunder, and such Investor may take any sale and all steps to enforce this Put Agreement against AFH, including by suit for specific performance, damages or otherwise. Any inaction on the part of Primary an Investor shall not constitute a waiver of its rights. In addition and not in limitation of the foregoing, interest shall be payable on the Put SecuritiesPurchase Price at the rate of ten (10%) percent per annum until the Put Purchase Price, Secondary and any accrued and unpaid interest thereon, is paid in full. As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. (iv) Concurrently with AFH’s payment of the Put Securities or Tertiary Purchase Price to an Investor exercising its Put SecuritiesRight, issuance such Investor shall deliver to AFH (A) its original Amended Note, together with an executed note assignment in the form attached thereto, and (B) its original Amended Warrants, together with an executed warrant assignment in the form attached thereto. AFH and the Investors agree that, upon exercise by an Investor of Top-Up Securities or distribution of Top-Up Cash pursuant to this Section 1 shall its Put Right, the parties will promptly take place no later than five Business Days following receipt by Lineage REITsuch steps, Lineage OP or Lineage Holdingsand execute and deliver such instruments, corporate resolutions, and other documents, as applicablemay be reasonably requested by the Company, or the Company’s transfer agent, to cause the Company to transfer, assign, convey and deliver to AFH the applicable Amended Note(s) (and all rights and benefits incident to the ownership thereof) and Amended Warrants (and all rights and benefits incident to the ownership thereof). AFH represents and warrants that it has reviewed the Purchase Agreement, Second Amendment, Pledge Agreement, Amended Pledge Agreement, Notes, Amended Notes, Warrants and Amended Warrants (collectively, the “Transaction Documents”), acknowledges that any transfer of Amended Notes and Amended Warrants made pursuant hereto will be expressly subject to the terms and conditions of the Transaction Documents, and expressly agrees to be bound by the terms and conditions thereof. (v) After exercise of the Put Right by an Investor, and upon delivery by AFH of the applicable Put Exercise NoticePurchase Price to such Investor, the Investor shall no longer be deemed to be the owner of its Amended Note or Amended Warrants, or have any rights or obligations under the Transaction Documents. (vi) In connection with the transfer described in paragraph (iv) above, the Investors make no representations or warranties regarding the Amended Notes or Amended Warrants, other than that they have not pledged such other date as may be agreed by securities to any party and have the applicable Partiespower and authority to transfer the securities to AFH.

Exercise of Put Right. (i) The applicable Put Rights may be exercised individually by each BGLH Guarantee HolderUnless a Successful Remarketing, Lineage REIT and Lineage OP during its applicable Put Exercise Windows in accordance with Section 1(aEarly Settlement or Cash Merger Early Settlement has occurred, or the Purchase Contract Agent has been notified of a Cash Settlement, on or prior to 11:00 a.m. (New York City time) by delivering to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, a notice in writing (a “Put Exercise Notice”) indicating such BGLH Guarantee Holder’s, Lineage REIT’s and/or Lineage OP’s intention to exercise on the applicable Put Right and specifying second Business Day immediately preceding the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised and the amounts and forms of exercise. Notwithstanding the foregoing: (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; and (C) the Secondary Put Right corresponding to a Primary Put Right, and the Tertiary Put Right corresponding to such Secondary Put RightPurchase Contract Settlement Date, each Holder of any Applicable Ownership Interests in Senior Notes that are a component of a Corporate Unit shall be deemed to have been automatically exercised such Holder’s Put Right with or without any respect to such Senior Notes and to have authorized the Collateral Agent to pay, in the manner provided for in the Pledge Agreement, the Purchase Price for the shares of Common Stock (or, in the circumstances described in Section 5.08, shares of Series A Preferred Stock) to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Exercise Notice Right in full satisfaction of such Holder’s obligations under the related Purchase Contract; provided that if the applicable Primary Company shall fail to pay the Put Right has been exercisedPrice when due, the Company shall be deemed to have netted such Holder’s obligation to pay the Company the Purchase Price under the Purchase Contracts against the Company’s obligation to pay the Put Price, in full satisfaction of such Holder’s obligation under the Purchase Contracts. Any portion of the Put Price in excess of the Stated Amount, including, but not limited to, any accrued and unpaid interest from, and including, May 15, 2011 to, but excluding, May 17, 2011, shall be remitted to the Holders together with the interest payment on the Senior Notes in respect of the interest payment date falling on May 15, 2011. (ii) The closing Put Right of each Holder of Separate Senior Notes shall only be exercisable upon delivery of a notice to the Indenture Trustee by such Holder on or prior to the close of business on the second Business Day prior to the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Indenture Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any sale of Primary Put Securities, Secondary Put Securities or Tertiary Put Securities, issuance of Top-Up Securities or distribution of Top-Up Cash Separate Senior Notes surrendered pursuant to this the Put Right, the Indenture Trustee shall then distribute such amount to the Holders of such Separate Senior Notes. (iii) Promptly after 11:00 a.m. (New York City time) on the Business Day preceding the Purchase Contract Settlement Date, the Collateral Agent, based on cash payment received by the Collateral Agent pursuant to Section 1 5.02(c)(iv) hereof, shall take place no later than five Business Days following receipt by Lineage REIT, Lineage OP or Lineage Holdings, as applicable, promptly notify the Purchase Contract Agent and the Indenture Trustee of the applicable aggregate principal amount of Senior Notes underlying the Applicable Ownership Interest in Senior Notes pursuant to which a Put Exercise Notice, or such other date as may be agreed by the applicable PartiesRight has been automatically exercised pursuant to Section 5.02(b)(i) hereof.

Exercise of Put Right. If at any time on or after March 31, 2010 the Company's Common Stock is not listed on at least one of The American Stock Exchange, Inc., the Nasdaq National Market, the Nasdaq SmallCap Market, The New York Stock Exchange, Inc. or the OTC Bulletin Board, each Holder shall have the right (ia "Put Right") The applicable Put Rights may be exercised individually beginning on March 31, 2010 and continuing for a period of two (2) years thereafter, to require that the Company purchase all or any portion of the Warrant or Shares then owned by each BGLH Guarantee Holder, Lineage REIT and Lineage OP during its applicable Put Exercise Windows such Holder in accordance with this Section 1(a) 10, by delivering delivery of a written notice to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, the Company to the effect that such Holder is exercising a notice in writing Put Right under this Section 10 (a “"Put Exercise Notice”) indicating such BGLH Guarantee Holder’s, Lineage REIT’s and/or Lineage OP’s intention to exercise "). Upon receipt by the applicable Put Right and specifying the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised and the amounts and forms Company of exercise. Notwithstanding the foregoing: (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise Window, the Parties shall Company will promptly (and in any event within five (5) business days) give written notice (a "Company Notice") to each have an additional 60 days after of the applicable Put Exercise Window other Holders, if any, and to deliver the holders of the Petra Warrant and the Additional Warrants, if any, that a Put Exercise Notice; and (C) Notice has been received by the Secondary Company. Each such other Holder will have the right to exercise a Put Right corresponding and require the Company to a Primary purchase (on the same Put Right, and Closing Date (as defined below) relating to the Tertiary Put Right corresponding Exercise Notice) all or any portion of the Warrant or Shares held by such Holder by delivering written notice to the Company within ten (10) days following receipt of the Company Notice. All such Secondary Put Right, each shall notices delivered by such other Holders will be deemed to have been exercised with or without any delivered as of the date of the Put Exercise Notice if the applicable Primary and will be deemed to be an exercise of a Put Right has been by each such other Holder as of such date. Upon the exercise of a Put Right by a Holder, the purchase price payable by the Company to such Holder (a "Put Purchase Price") shall be as follows: (i) in the case of such Holder's Warrant, an amount determined by subtracting (A) the aggregate Exercise Price then in effect for the portion of such Holder's Warrant with respect to which the Put Right is being exercised from (B) the product of (1) the Fair Market Value per Share as of the date of exercise of the Put Right (i.e., the date of receipt of the Put Exercise Notice) multiplied by (2) the number of Shares that would be received upon exercise of the portion of the Holder's Warrant with respect to which the Put Right is being exercised.; and (ii) The closing in the case of any sale Shares, an amount equal to the product of Primary Put Securities, Secondary Put Securities or Tertiary Put Securities, issuance of Top-Up Securities or distribution of Top-Up Cash pursuant to this Section 1 shall take place no later than five Business Days following receipt by Lineage REIT, Lineage OP or Lineage Holdings, (A) the Fair Market Value per Share as applicable, of the applicable date of exercise of the Put Right, multiplied by (B) the number of Shares with respect to which the Put Right is being exercised. Promptly and in any event within five (5) business days following the Company's receipt of a Put Exercise Notice, or the Company shall initiate the process for determination of the Fair Market Value per Share, shall use its commercially reasonable best efforts to cause such other date as may process to proceed expeditiously, and in any event, shall cause such process to be agreed by completed within sixty (60) days of the applicable Partiesreceipt of the Put Exercise Notice, and shall give prompt written notice of the determination thereof to each Holder.

Exercise of Put Right. If at any time on or after March 31, 2010 the Company's Common Stock is not listed on at least one of The American Stock Exchange, Inc., the NASDAQ National Market, the NASDAQ SmallCap Market, The New York Stock Exchange, Inc. or the OTC Bulletin Board, each Holder shall have the right (ia "Put Right") The applicable Put Rights may be exercised individually beginning on March 31, 2010 and continuing for a period of two (2) years thereafter, to require that the Company purchase all or any portion of the Warrant or Shares then owned by each BGLH Guarantee Holder, Lineage REIT and Lineage OP during its applicable Put Exercise Windows such Holder in accordance with this Section 1(a) 10, by delivering delivery of a written notice to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, the Company to the effect that such Holder is exercising a notice in writing Put Right under this Section 10 (a “"Put Exercise Notice”) indicating such BGLH Guarantee Holder’s, Lineage REIT’s and/or Lineage OP’s intention to exercise "). Upon receipt by the applicable Put Right and specifying the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised and the amounts and forms Company of exercise. Notwithstanding the foregoing: (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise Window, the Parties shall Company will promptly (and in any event within five (5) business days) give written notice (a "Company Notice") to each have an additional 60 days after of the applicable Put Exercise Window other Holders, if any, and to deliver the holders of the Petra Warrant, the Laddcap Warrant, and the Additional Warrants, if any, that a Put Exercise Notice; and (C) Notice has been received by the Secondary Company. Each such other Holder will have the right to exercise a Put Right corresponding and require the Company to a Primary purchase (on the same Put Right, and Closing Date (as defined below) relating to the Tertiary Put Right corresponding Exercise Notice) all or any portion of the Warrant or Shares held by such Holder by delivering written notice to the Company within ten (10) days following receipt of the Company Notice. All such Secondary Put Right, each shall notices delivered by such other Holders will be deemed to have been exercised with or without any delivered as of the date of the Put Exercise Notice if the applicable Primary and will be deemed to be an exercise of a Put Right has been by each such other Holder as of such date. Upon the exercise of a Put Right by a Holder, the purchase price payable by the Company to such Holder (a "Put Purchase Price") shall be as follows: (i) in the case of such Holder's Warrant, an amount determined by subtracting (A) the aggregate Exercise Price then in effect for the portion of such Holder's Warrant with respect to which the Put Right is being exercised from (B) the product of (1) the Fair Market Value per Share as of the date of exercise of the Put Right (i.e., the date of receipt of the Put Exercise Notice) multiplied by (2) the number of Shares that would be received upon exercise of the portion of the Holder's Warrant with respect to which the Put Right is being exercised.; and (ii) The closing in the case of any sale Shares, an amount equal to the product of Primary Put Securities, Secondary Put Securities or Tertiary Put Securities, issuance of Top-Up Securities or distribution of Top-Up Cash pursuant to this Section 1 shall take place no later than five Business Days following receipt by Lineage REIT, Lineage OP or Lineage Holdings, (A) the Fair Market Value per Share as applicable, of the applicable date of exercise of the Put Right, multiplied by (B) the number of Shares with respect to which the Put Right is being exercised. Promptly and in any event within five (5) business days following the Company's receipt of a Put Exercise Notice, or the Company shall initiate the process for determination of the Fair Market Value per Share, shall use its commercially reasonable best efforts to cause such other date as may process to proceed expeditiously, and in any event, shall cause such process to be agreed by completed within sixty (60) days of the applicable Partiesreceipt of the Put Exercise Notice, and shall give prompt written notice of the determination thereof to each Holder.