Common use of Option to Purchase ABL Obligations Clause in Contracts

Option to Purchase ABL Obligations. (i) Without prejudice to the enforcement of remedies by the ABL Collateral Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term Obligations under the Term Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term Purchaser”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term Secured Parties), at any time during the exercise period described in clause (iii) below of this Section 3.4(h), all, but not less than all, of the ABL Obligations (other than the ABL Obligations of a Defaulting ABL Secured Party (as defined below)), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of purchase; provided, that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(h), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(h)(i) shall be made as follows: (1) for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration or other prepayment penalties or premiums other than customary breakage costs) plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the re- spective Eligible Term Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.4, together with all facing fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues with respect to such letters of credit and bank guaranties; (2) with the purchase price described in the preceding clause (i)(1)(x) payable in cash on the date of purchase against transfer to the respective Eligible Term Purchaser or Eligible Term Purchasers (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the ABL Credit Agreement, in which case the purchase price described in preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Purchaser or Eligible Term Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the ABL Obligations); provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, from the cash collateral account described in clause (a)(3) below, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Purchaser or Eligible Term Purchasers; (3) with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal to 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ obligation to pay amounts as provided in preceding clause (i)(l)(y), it being understood and agreed that (x) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y) upon any drawing under any letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3) which exceed 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear). Furthermore, at such time as all letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear; (4) with the purchase price described in preceding clause (i)(1)(x) accompanied by a waiver by the Term Collateral Agent (on behalf of itself and the other Term Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h); (5) with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Collateral Agent in accordance with their respective holdings of the various ABL Obligations; and (6) with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the ABL Collateral Agent (with the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Purchaser or Eligible Term Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h). The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse the ABL Collateral Agent (who shall pay the respective issuing bank) the amount of deficiency. (ii) The right to exercise the purchase option described in Section 3.4(h)(i) above shall be exercisable and legally enforceable upon at least ten (10) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Term Purchaser or Eligible Term Purchasers) given to the ABL Collateral Agent by an Eligible Term Purchaser. Neither the ABL Collateral Agent nor any ABL Secured Party shall have any disclosure obligation to any Eligible Term Purchaser, the Term Collateral Agent or any Term Secured Party in connection with any exercise of such purchase option. (iii) The right to purchase the ABL Obligations as described in this Section 3.4(h) may be exercised (by giving the irrevocable written notice described in preceding clause (ii)) during the period that (1) begins on the date occurring three Business Days after the first to occur of (x) the date of the acceleration of the final maturity of the loans under the ABL Credit Agreement, (y) the occurrence of the final maturity of the loans under the ABL Credit Agreement or (z) the occurrence of an Insolvency or Liquidation Proceeding with respect to the Company or any other Grantor which constitutes an event of default under the ABL Credit Agreement (in each case, so long as the acceleration, failure to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default has not been rescinded or cured within such 10 Business Day period, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2) ends on the 90th day after the start of the period described in clause (1) above. (iv) The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 3.4(h) are several and not joint and several. To the extent any ABL Secured Party breaches its obligation to sell its ABL Obligations under this Section 3.4(h) (a “Defaulting ABL Secured Party”), nothing in this Section 3.4(h) shall be deemed to require the ABL Collateral Agent or any other ABL Secured Party to purchase such Defaulting ABL Secured Party’s ABL Obligations for resale to the holders of Term Obligations and in all cases, the ABL Collateral Agent and each ABL Secured Party complying with the terms of this Section 3.4(h) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured Party; provided that nothing in this clause (iv) shall require any Eligible Term Purchaser to purchase less than all of the ABL Obligations. (v) Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term Purchasers pursuant to this Section 3.4(h) (so long as they meet all eligibility standards contained in all relevant Term Documents, other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL Documents) for purposes of all Term Documents and hereby agrees that no further consent from such Grantor shall be required.

Option to Purchase ABL Obligations. (i) Without prejudice to the enforcement of remedies by the ABL Collateral Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term Obligations under the Term Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term Purchaser”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term Secured Parties), at any time during the exercise period described in clause (iii) below of this Section 3.4(h3.4(g), all, but not less than all, of the ABL Obligations (other than the ABL Obligations of a Defaulting ABL Secured Party (as defined below)), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of purchase; provided, provided that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(h3.4(g), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(h)(i3.4(g)(i) shall be made as follows: (1) for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration or other prepayment penalties or premiums other than customary breakage costs) ), plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the re- spective respective Eligible Term Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.4, together with all facing fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues with respect to such letters of credit and bank guaranties; (2) with the purchase price described in the preceding clause (i)(1)(x) payable in cash on the date of purchase against transfer to the respective Eligible Term Purchaser or Eligible Term Purchasers (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the ABL Credit Agreement, in which case the purchase price described in preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Purchaser or Eligible Term Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the ABL Obligations); provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, from the cash collateral account described in clause (a)(3) below, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Purchaser or Eligible Term Purchasers; (3) with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal to 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ obligation to pay amounts as provided in preceding clause (i)(l)(yi)(1)(y), it being understood and agreed that (x) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y) upon any drawing under any letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3) which exceed 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear). Furthermore, at such time as all letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear; (4) with the purchase price described in preceding clause (i)(1)(x) accompanied by a waiver by the Term Collateral Agent (on behalf of itself and the other Term Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h3.4(g); (5) with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Collateral Agent in accordance with their respective holdings of the various ABL Obligations; and (6) with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the ABL Collateral Agent (with the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Purchaser or Eligible Term Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h3.4(g). The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse the ABL Collateral Agent (who shall pay the respective issuing bank) the amount of deficiency. (ii) The right to exercise the purchase option described in Section 3.4(h)(i3.4(g)(i) above shall be exercisable and legally enforceable upon at least ten (10) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Term Purchaser or Eligible Term Purchasers) given to the ABL Collateral Agent by an Eligible Term Purchaser. Neither the ABL Collateral Agent nor any ABL Secured Party shall have any disclosure obligation to any Eligible Term Purchaser, the Term Collateral Agent or any Term Secured Party in connection with any exercise of such purchase option. (iii) The right to purchase the ABL Obligations as described in this Section 3.4(h3.4(g) may be exercised (by giving the irrevocable written notice described in preceding clause (ii)) during the period that (1) begins on the date occurring three Business Days after the first to occur of (x) the date of the acceleration of the final maturity of the loans under the ABL Credit Agreement, (y) the occurrence of the final maturity of the loans under the ABL Credit Agreement or (z) the occurrence of an Insolvency or Liquidation Proceeding with respect to the Company or any other Grantor which constitutes an event of default under the ABL Credit Agreement (in each case, so long as the acceleration, failure to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default has not been rescinded or cured within such 10 Business Day period, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2) ends on the 90th day after the start of the period described in clause (1) above. (iv) The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 3.4(h3.4(g) are several and not joint and several. To the extent any ABL Secured Party breaches its obligation to sell its ABL Obligations under this Section 3.4(h3.4(g) (a “Defaulting ABL Secured Party”), nothing in this Section 3.4(h3.4(g) shall be deemed to require the ABL Collateral Agent or any other ABL Secured Party to purchase such Defaulting ABL Secured Party’s ABL Obligations for resale to the holders of Term Obligations and in all cases, the ABL Collateral Agent and each ABL Secured Party complying with the terms of this Section 3.4(h3.4(g) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured Party; provided that nothing in this clause (iv) shall require any Eligible Term Purchaser to purchase less than all of the ABL Obligations. (v) Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term Purchasers pursuant to this Section 3.4(h3.4(g) (so long as they meet all eligibility standards contained in all relevant Term Documents, other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL Documents) for purposes of all Term Documents and hereby agrees that no further consent from such Grantor shall be required.

Option to Purchase ABL Obligations. (ia) Without prejudice to the enforcement of remedies by the The ABL Collateral Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of agrees that it will give the Term Obligations under Agent written notice (the Term Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term PurchaserABL Enforcement Notice”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term Secured Parties), at any time during the exercise period described in clause (iii) below of this Section 3.4(h), all, but not less than all, five Business Days prior to commencing any Enforcement Action with respect to Common Collateral or any acceleration of the ABL Obligations (other than the automatic acceleration of the ABL Obligations as a result of the commencement of an Insolvency Proceeding by or against any Loan Party) (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the ABL Agent is diligently pursuing in good faith such Enforcement Actions, or diligently attempting in good faith to vacate any stay of enforcement rights of the ABL Liens on all or a Defaulting material portion of the Common Collateral); provided, however, in the event of any Exigent Circumstance that results in any such acceleration or enforcement, the ABL Agent shall not be required to give such five Business Days’ notice and shall instead give such notice as soon as practicable. Any Term Secured Party shall have the option, by irrevocable written notice (the “ABL Purchase Notice”) delivered by the Term Agent to the ABL Agent no later than five Business Days after (i) the commencement of an Insolvency Proceeding by or against any Loan Party or (ii) receipt by the Term Agent of the ABL Enforcement Notice, to purchase all of the ABL Obligations from the ABL Secured Parties. If the Term Agent so delivers the ABL Purchase Notice within five Business Days after the commencement of an Insolvency Proceeding by or against any Loan Party or receipt of the ABL Enforcement Notice, the ABL Agent shall not commence, or, if previously commenced, shall not continue, any Enforcement Actions, accelerate the ABL Obligations or exercise any other remedies under Article III of this Agreement, provided, that the ABL Purchase (as defined below)) shall have been consummated on or before the date specified in the ABL Purchase Notice in accordance with this Section 4.05. (b) On or before the date specified by the Term Agent in the ABL Purchase Notice (which shall be a Business Day not less than five Business Days, nor more than ten Business Days, after receipt by the ABL Agent of the ABL Purchase Notice), including all principal the ABL Secured Parties shall, subject to any required approval of and accrued and unpaid interest and fees on and all prepayment any court or acceleration penalties and premiums other governmental authority then in respect of all ABL Obligations outstanding at effect, sell to the time of purchase; provided, that at the time of (and as a condition to) any Term Secured Parties electing to purchase pursuant to this Section 3.4(h4.05 (the “ABL Purchasing Parties”), and the ABL Purchasing Parties shall purchase (the “ABL Purchase”) from the ABL Secured Parties all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(h)(i(and not less than all) shall be made as follows: (1) for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon through ABL Obligations; provided, that the date of purchase (without regard, however, to ABL Purchase shall not in any acceleration or other prepayment penalties or premiums other than customary breakage costs) plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part way affect any rights of the re- spective Eligible Term Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn Parties with respect to any letters of credit and any bank guaranties constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.4, together with all facing fees indemnification and other amounts which may at any future time be owing obligations of the Loan Parties under the ABL Documents that are expressly stated to survive the termination of the ABL Documents (the “Surviving ABL Obligations”). (c) Without limiting the obligations of the Loan Parties under the ABL Documents to the respective issuing lender or bank guaranty issues ABL Secured Parties with respect to such letters of credit and bank guaranties; (2) with the purchase price described in the preceding clause (i)(1)(x) payable in cash Surviving ABL Obligations, on the date of purchase against transfer the ABL Purchase, the ABL Purchasing Parties shall (i) pay to the respective Eligible Term Purchaser or Eligible Term Purchasers ABL Secured Parties as the purchase price (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any “ABL Obligation or Purchase Price”) the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear full amount of all Liens and encumbrances ABL Obligations (other than participation interests not prohibited by unasserted contingent indemnity obligations) then outstanding and unpaid (including principal, interest, fees, Cash Management Obligations, Hedging Obligations, L/C Obligations (as defined in the ABL Credit Agreement, in which case the purchase price described in preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Purchaser or Eligible Term Purchasers do not pay amounts represented by any participation interest which remains in effect), breakage costs, attorneys’ and has the right to convey, whatever claims advisors’ fees and interests it may have in respect of the ABL Obligations); provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, from the cash collateral account described in clause (a)(3) below, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Purchaser or Eligible Term Purchasers; (3) with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal to 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ obligation to pay amounts as provided in preceding clause (i)(l)(y), it being understood and agreed that (x) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y) upon any drawing under any letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3) which exceed 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear). Furthermore, at such time as all letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear; (4) with the purchase price described in preceding clause (i)(1)(x) accompanied by a waiver by the Term Collateral Agent (on behalf of itself and the other Term Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h); (5) with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Collateral Agent in accordance with their respective holdings of the various ABL Obligations; and (6) with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the ABL Collateral Agent (with the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Purchaser or Eligible Term Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h). The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse the ABL Collateral Agent (who shall pay the respective issuing bank) the amount of deficiency. (ii) The right to exercise the purchase option described in Section 3.4(h)(i) above shall be exercisable and legally enforceable upon at least ten (10) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Term Purchaser or Eligible Term Purchasers) given to the ABL Collateral Agent by an Eligible Term Purchaser. Neither the ABL Collateral Agent nor any ABL Secured Party shall have any disclosure obligation to any Eligible Term Purchaser, the Term Collateral Agent or any Term Secured Party in connection with any exercise of such purchase option. (iii) The right to purchase the ABL Obligations as described in this Section 3.4(h) may be exercised (by giving the irrevocable written notice described in preceding clause (ii)) during the period that (1) begins on the date occurring three Business Days after the first to occur of (x) the date of the acceleration of the final maturity of the loans under the ABL Credit Agreement, (y) the occurrence of the final maturity of the loans under the ABL Credit Agreement or (z) the occurrence of an Insolvency or Liquidation Proceeding with respect to the Company or any other Grantor which constitutes an event of default under the ABL Credit Agreement expenses (in each case, so long as the accelerationwhether or not invoiced or final)), failure payable in cash, (ii) furnish Cash Collateral to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default has not been rescinded or cured within such 10 Business Day period, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2) ends on the 90th day after the start of the period described in clause (1) above. (iv) The obligations of the ABL Secured Parties in such amounts as the relevant ABL Secured Parties determine is reasonably necessary to sell their respective secure such ABL Secured Parties in connection with any ABL Obligations under this Section 3.4(hthat are Cash Management Obligations (not to exceed 105% of such amounts), without prejudice to the right of such ABL Secured Parties to terminate any such Cash Management Obligations at any time, (iii) are several and not joint and several. To furnish Cash Collateral to the extent ABL Secured Parties in such amounts as the relevant ABL Secured Parties determine is reasonably necessary to secure such ABL Secured Parties in connection with any ABL Obligations that are Hedging Obligations (not to exceed 105% of such amounts), without prejudice to the right of such ABL Secured Party breaches its obligation Parties to sell its terminate any such Hedging Obligations at any time, (iv) furnish Cash Collateral to the ABL Secured Parties in such amounts as the relevant ABL Secured Parties determine is reasonably necessary to secure such ABL Secured Parties in connection with any outstanding Letters of Credit (as defined in the ABL Agreement) (not to exceed 105% of the aggregate undrawn face amount of such letters of credit) and (v) agree to reimburse the ABL Secured Parties for returned payment items relating to any checks or other payments provisionally credited to the ABL Obligations under this Section 3.4(h) (a “Defaulting and/or as to which the ABL Secured Party”)Parties have not yet received final payment and, nothing in this Section 3.4(h) shall be deemed to require each case, are reflected in the ABL Collateral Agent or any other ABL Secured Party to purchase such Defaulting ABL Secured Party’s ABL Obligations for resale to the holders of Term Obligations and in all cases, the ABL Collateral Agent and each ABL Secured Party complying with the terms of this Section 3.4(h) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured PartyPurchase Price; provided that nothing in the obligations under this clause (iv) shall require any Eligible Term Purchaser to purchase less than all terminate on the sixtieth day following the closing of the ABL Obligations. (v) Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term Purchasers Purchase pursuant to this Section 3.4(h4.05. (d) The ABL Purchase Price and Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the ABL Agent as it shall designate to the ABL Purchasing Parties. The ABL Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the ABL Purchase Price to the ABL Secured Parties in accordance with the ABL Agreement. Interest shall be calculated to but excluding the day on which the ABL Purchase occurs if the amounts so paid by the ABL Purchasing Parties to the account designated by the ABL Agent are received in such account prior to 2:00 p.m., New York City time, and interest shall be calculated to and including such day if the amounts so paid by the ABL Purchasing Parties to the account designated by the ABL Agent are received in such account later than 2:00 p.m., New York City time. (so long as they meet all eligibility standards contained in all relevant e) After the date of such ABL Purchase (i) the ABL Agent will promptly provide the Term Documents, other than obtaining Agent with written notification of the consent termination of any Grantor to an assignment Hedging Agreements and the cancellation or termination of any Letters of Credit (as defined in the ABL Agreement), in each case, for which the ABL Purchasing Parties have provided Cash Collateral, and (ii) to the extent required by any Hedging Obligations are terminated or any Letters of Credit are cancelled or terminated without being drawn, the ABL Agent shall return to the ABL Purchasing Parties such portion of the Cash Collateral furnished to the ABL DocumentsAgent as collateral therefor and not applied to the satisfaction of the ABL Obligations to which such Cash Collateral relates. (f) for purposes of all Term Documents and hereby agrees that no further consent from such Grantor The ABL Purchase shall be requiredmade without representation or warranty of any kind by the ABL Secured Parties as to the ABL Obligations, the ABL Collateral or otherwise and without recourse to the ABL Secured Parties, except that the ABL Secured Parties shall represent and warrant: (i) the amount of the ABL Obligations being purchased, (ii) that the ABL Secured Parties own the ABL Obligations free and clear of any Liens and (iii) that the ABL Secured Parties have the right to assign the ABL Obligations and the assignment is duly authorized.

Option to Purchase ABL Obligations. (ia) Without prejudice to the enforcement of remedies by the ABL Collateral Agent and the ABL Secured Parties, the Term Loan Secured Parties (or any Person or Persons of them) (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term Obligations under the Term Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (case, an “Eligible Term ABL Purchaser”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term ABL Secured PartiesParties under the ABL Documents), at any time during the exercise period described in clause (iii) below of this Section 3.4(h4.4(c), all, but not less than all, of the ABL Obligations (other than the ABL Obligations of a Defaulting ABL Secured Party (as defined below)Creditor), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of purchase; provided, that at the time . Upon receipt of (and as a condition to) any purchase pursuant to this Section 3.4(h), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated notice in accordance with their termsSection 4.4(b) from an Eligible ABL Purchaser, the ABL Secured Parties shall have no further obligation under this Section 4.4 to sell the ABL Obligations to any other Eligible ABL Purchaser thereafter providing notice under Section 4.4(b). Any purchase pursuant to this Section 3.4(h)(i4.4(a) shall be made as follows: (1i) for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon through to but excluding the date of Business Day on which such purchase and sale shall occur (without regard, however, to including any prepayment or acceleration or other prepayment penalties or premiums premiums), (B) in the case of any Bank Product Obligations in respect of any Hedging Agreement constituting ABL Obligations, the net aggregate amount then owing to each Hedging Agreement provider thereunder pursuant to the terms of the respective Hedging Agreement, including without limitation all amounts owing to such Hedging Agreement provider as a result of the termination (or early termination) thereof, (C) in the case of any Bank Product Obligations (other than customary breakage coststhose in respect of any Hedging Agreement) constituting ABL Obligations, the net aggregate amount then owing to each provider of Bank Products in respect thereof, including without limitation all amounts owing to such provider of Bank Products as a result of the termination (or early termination) of such Bank Product Obligations, plus (BD) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the re- spective respective Eligible Term ABL Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay the same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.44.4, together with all facing fronting fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues with respect to such letters of credit and bank guarantiescredit; (2ii) with the purchase price described in the preceding clause (i)(1)(xa)(i)(x) payable in cash on the date of purchase against transfer to the respective Eligible Term ABL Purchaser or Eligible Term ABL Purchasers (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation representations and warranty warranties that (A) the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the ABL Credit AgreementDocuments, in which case the purchase price described in preceding clause (i)(1)(xa)(i)(x) shall be appropriately adjusted so that the Eligible Term ABL Purchaser or Eligible Term ABL Purchasers do not pay amounts represented by any participation interest which remains in effecteffect except to the extent that the Eligible ABL Purchasers expressly assume the obligations under such participation interests), and (B) the transferor has the right to convey, convey whatever claims and interests it may have in respect of the ABL Obligations and (C) the principal of and accrued and unpaid interest on the ABL Obligations being purchased, and the fees and expenses thereof owed to the respective ABL Secured Party, are as stated in any assignment agreement prepared in connection with the purchase and sale of the ABL Obligations); provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i1) first, from the cash collateral account described in clause (a)(3a)(iii) below, until the amounts contained therein have been exhausted, and (ii2) thereafter, directly by the respective Eligible Term ABL Purchaser or Eligible Term ABL Purchasers; (3iii) except with respect to any letters of credit that are backstopped pursuant to arrangements reasonably satisfactory to the applicable issuing Bank, with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent Representative or its designee in an amount equal to 110103% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing fronting and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), as security for the respective Eligible Term ABL Purchaser’s or Eligible Term ABL Purchasers’ obligation to pay amounts as provided in preceding clause (i)(l)(ya)(i)(y), it being understood and agreed that (x) at the time any facing fronting or similar fees are owing to an issuer with respect to any letter of credit, the ABL Collateral Agent Representative may apply amounts deposited with it as described above to pay same and the same, (y) upon any drawing under any letter of credit, the ABL Collateral Agent Representative shall apply amounts deposited with it as described above to repay the respective unpaid drawingdrawing and any customary fees charged by the issuer in connection with such draws and (z) the Eligible ABL Purchasers shall have no obligation to provide any additional cash collateral for any letters of credit that have already been fully cash collateralized prior to the time the Eligible ABL Purchasers deliver a purchase notice. After giving effect to any payment made as described above in this clause (3iii), those amounts (if any) then on deposit with the ABL Collateral Agent Representative as described in this clause (3iii) which exceed 110103% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing fronting and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible Term ABL Purchaser or Eligible Term ABL Purchasers (as their interests appear). Furthermore, at such time as all letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3iii) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term ABL Purchaser or Eligible Term ABL Purchasers, as their interests appear; (4iv) with the purchase price described in preceding clause (i)(1)(xa)(i)(x) accompanied by a waiver by the Term Collateral Agent Loan Representative (on behalf of itself and the other Term Loan Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h)4.4; (5v) with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Collateral Agent Representative in accordance with their respective holdings of the various ABL Obligations; and (6vi) with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the ABL Collateral Agent to all parties thereto (with the reasonable and documented cost of counsel to the ABL Representative in respect of preparing, reviewing and/or finalizing such counsel documentation to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term ABL Purchaser or Eligible Term ABL Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent Representative and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h)4.4. The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment)Representative), the amount of cash collateral held by the ABL Collateral Agent Representative or its designee pursuant to preceding clause (a)(3a)(iii) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing fronting and similar fees) ), then the respective Eligible Term ABL Purchaser or Eligible Term ABL Purchasers shall promptly reimburse the ABL Collateral Agent Representative (who shall pay the respective issuing bank) the amount of the deficiency. (iib) The right to exercise the purchase option described in Section 3.4(h)(i4.4(a) above shall be exercisable and legally enforceable upon at least ten five (105) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Term ABL Purchaser or Eligible Term PurchasersABL Purchasers and shall specify a date of purchase not less than five (5) Business Days, nor more than thirty (30) Business Days, after receipt by ABL Representative of such notice) given to the ABL Collateral Agent Representative by an Eligible Term ABL Purchaser. Neither the ABL Collateral Agent Representative nor any other ABL Secured Party shall have any disclosure obligation to any Eligible Term ABL Purchaser, the Term Collateral Agent Loan Representative or any other Term Loan Secured Party in connection with any exercise of such purchase option. (iiic) The right to purchase the ABL Obligations as described in this Section 3.4(h) 4.4 may be exercised (exercised, by giving the irrevocable written notice described in preceding clause subsection (iib)) , during each of the period periods that (1i) begins on the date occurring three (3) Business Days after the first to occur of (v) the date an Event of Default (as defined in the applicable ABL Document) resulting from the Borrower or any of its Subsidiaries failing to pay an amount owed to the ABL Secured Parties when due has occurred, (w) the date an Event of Default resulting from a breach of a financial covenant or a negative covenant under the ABL Documents has occurred and is continuing for twenty (20) calendar days without waiver or cure, (x) the date of the acceleration of the final maturity of the loans under the constituting ABL Credit AgreementObligations, (y) the occurrence of the final maturity of the loans under the constituting ABL Credit Agreement Obligations or (z) the occurrence of an Insolvency or Liquidation Proceeding with respect to the Company or any other Grantor which that constitutes an event of default under the ABL Credit Agreement Documents (in each casethe case of preceding clauses (v) through (y), so long as the acceleration, Event of Default, or failure to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default has not been rescinded or cured cured, as the case may be, within such 10 three (3) Business Day periodPeriod, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2ii) ends on the 90th sixtieth (60th) day after the start of the applicable period described in clause (1) above. (ivd) The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 3.4(h) 4.4 are several and not joint and several. To the extent any ABL Secured Party (a “Defaulting ABL Creditor”) breaches its obligation to sell its ABL Obligations under this Section 3.4(h) (a “Defaulting ABL Secured Party”), 4.4 nothing in this Section 3.4(h) 4.4 shall be deemed to require the ABL Collateral Agent Representative or any other ABL Secured Party to purchase such Defaulting ABL Secured PartyCreditor’s ABL Obligations for resale to the holders of Term Loan Obligations and in all cases, the ABL Collateral Agent Representative and each ABL Secured Party complying with the terms of this Section 3.4(h) 4.4 shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured PartyCreditor; provided that nothing in this clause (ivd) shall require any Eligible Term ABL Purchaser to purchase less than all of the ABL Obligations. (ve) Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term ABL Purchasers pursuant to this Section 3.4(h) (so long as they meet all eligibility standards contained in all relevant Term Documents, other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL Documents) 4.4 for purposes of all Term ABL Documents and hereby agrees that no further consent from such Grantor shall be required.

Option to Purchase ABL Obligations. (i) Without prejudice to the enforcement of remedies by the ABL Collateral Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term Loan Obligations under the Term Loan Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term Loan Purchaser”) (provided that, in the case of this Section 5.3(b), a Person meeting all eligibility standards contained in all relevant ABL Documents shall constitute an Eligible Term Loan Purchaser irrespective of whether such Person meets the eligibility standards contained in the Term Loan Documents), in each case, shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term ABL Secured PartiesParties other than in respect of services giving rise to ABL Bank Product Obligations), at any time during the exercise period described in clause (iii) below of this Section 3.4(h5.3(b), all, but not less than all, of the ABL Obligations (other than Excess ABL Obligations (unless such Eligible Term Loan Purchaser so elects in its sole discretion) and the ABL Obligations of a Defaulting ABL Secured Party (as defined below)Party), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Priority Obligations outstanding at the time of purchase; provided, provided that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(h5.3(b), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated in accordance with their termsterminated. Any purchase pursuant to this Section 3.4(h)(i5.3(b)(i) shall be made as follows: (1) for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (other than Excess ABL Obligations, subject to the election of the Eligible Term Loan Purchaser and including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of creditcredit and excluding ABL Bank Product Obligations), 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration or other prepayment penalties or premiums other than customary breakage costs) plus ), (B) in the case of any ABL Bank Product Obligations, cash collateral in such amounts as the ABL Agent reasonably determines is necessary to secure the ABL Agent and the other ABL Secured Parties in connection with such ABL Bank Product Obligations, (C) in the case of the undrawn amount of then outstanding letters of credit, cash collateral in the amount of 105% of the aggregate undrawn amount of such letters of credit, and (D) all accrued and unpaid fees, expenses, indemnities and other amounts (other than any prepayment penalties or premiums or similar fees) through the date of purchase; and (y) an obligation on the part of the re- spective respective Eligible Term Loan Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.45.3(b), together with all facing fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues with respect to such letters of credit; it being understood and agreed that (x) if at any time those amounts (if any) then on deposit with the ABL Agent as described in clause (C) above exceed 105% of the sum of the aggregate undrawn amount of all then outstanding letters of credit, such excess shall be returned to the respective Eligible Term Loan Purchaser or Eligible Term Loan Purchasers, as the case may be, (as their interests appear), (y) at such time as all letters of credit have been cancelled, expired or been fully drawn, as the case may be, any excess cash collateral deposited as described above in clause (C) (and bank guarantiesnot previously applied or released as provided above) shall be returned to the respective Eligible Term Loan Purchaser or Eligible Term Loan Purchasers, as the case may be, as their interests appear and (z) at such time as all ABL Bank Product Agreements have been terminated, any excess cash collateral deposited as described above in clause (B) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Loan Purchaser or Eligible Term Loan Purchasers, as the case may be, as their interests appear; (2) with the purchase price described in the preceding clause (i)(1)(x) payable in cash on the date of purchase against transfer to the respective Eligible Term Loan Purchaser or Eligible Term Purchasers Loan Purchasers, as the case may be (without recourse and without any representation representations or warranty warranties whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation representations and warranty warranties (1) that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the ABL Credit Agreement, in which case the purchase price described in the preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Loan Purchaser or Eligible Term Purchasers Loan Purchasers, as the case may be, do not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the ABL Obligations)Obligations and (2) as to the amount of its portion of the ABL Obligations being acquired; provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, from the cash collateral account described in clause (a)(3i)(1)(x)(C) belowabove, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Loan Purchaser or Eligible Term Loan Purchasers; (3) with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal to 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ obligation to pay amounts as provided in preceding clause (i)(l)(y), it being understood and agreed that (x) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y) upon any drawing under any letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3) which exceed 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear). Furthermore, at such time as all letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear; (43) with the purchase price described in the preceding clause (i)(1)(x) accompanied by a waiver by the Term Collateral Agent (Loan Security Agent, on behalf of itself and the other Term Loan Secured Parties) , of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h5.3(b); (54) with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Collateral Agent in accordance with their respective holdings of the various ABL Obligations; and (65) with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the ABL Collateral Agent (with the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Loan Purchaser or Eligible Term Loan Purchasers, as the case may be, who shall have the right to obtain reimbursement of same from the Grantors), which shall also be in form and substance reasonably satisfactory to the Eligible Term Loan Purchasers; it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h5.3(b). The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse the ABL Collateral Agent (who shall pay the respective issuing bank) the amount of deficiency. (ii) The right to exercise the purchase option described in Section 3.4(h)(i5.3(b)(i) above shall be exercisable and legally enforceable upon at least ten five (105) Business Days’ prior written notice of exercise (which notice, once given, (A) shall be irrevocable and fully binding on the respective Eligible Term Loan Purchaser or Eligible Term Loan Purchasers, as the case may be, except as provided in clause (iii) below and (B) shall specify a date of purchase not less than five (5) Business Days, nor more than 30 calendar days, after the date of the receipt by the ABL Agent of such notice) given to the ABL Collateral Agent by an Eligible Term Loan Purchaser. Neither the ABL Collateral Agent nor any ABL Secured Party shall have any disclosure obligation to any Eligible Term Loan Purchaser, the Term Collateral Loan Security Agent or any Term Loan Secured Party in connection with any exercise of such purchase option. (iii) The right to purchase the ABL Obligations as described in this Section 3.4(h5.3(b) may be exercised (by giving the irrevocable written notice described in the preceding clause (ii)) during the period that (1) begins on the date occurring three (3) Business Days after the first to occur of (x) the date of the acceleration of the final maturity of the loans under the ABL Credit Agreement, (y) the occurrence of the final maturity of the loans under the ABL Credit Agreement or (z) the occurrence of an Insolvency or Liquidation Proceeding with respect to the Company or any other Grantor which constitutes an event of default under the ABL Credit Agreement (in each case, so long as the acceleration, failure to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default has not been rescinded or cured within such 10 Business Day periodDays after any such event, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2) ends on the 90th 120th day after the start of the period described in clause (1) above. (iv) The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 3.4(h5.3(b) are several and not joint and several. To the extent any ABL Secured Party breaches its obligation to sell its ABL Obligations under this Section 3.4(h5.3(b) (a “Defaulting ABL Secured Party”), nothing in this Section 3.4(h5.3(b) shall be deemed to require the ABL Collateral Agent or any other ABL Secured Party to purchase such Defaulting ABL Secured Party’s ABL Obligations for resale to the holders of Term Obligations Loan Obligations, and in all cases, the ABL Collateral Agent and each ABL Secured Party complying with the terms of this Section 3.4(h5.3(b) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured Party; provided that nothing in this clause (iv) shall require any Eligible Term Loan Purchaser to purchase less than all of the ABL Obligations. (v) Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term Loan Purchasers pursuant to this Section 3.4(h5.3(b) (so long as they meet all eligibility standards contained in all relevant Term Documents, ABL Documents other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL Documents) for purposes of all Term ABL Documents and hereby agrees that no further consent to any such assignment pursuant to this Section 5.3(b) from such Grantor shall be required.

Option to Purchase ABL Obligations. (i) Without prejudice to the enforcement of remedies by the ABL Collateral Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term Obligations under the Term Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term Purchaser”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term Secured Parties), at any time during the exercise period described in clause (iii) below of this Section 3.4(h), all, but not less than all, of the ABL Obligations (other than the ABL Obligations of a Defaulting ABL Secured Party (as defined below)), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of purchase; provided, that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(h), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(h)(i) shall be made as follows: (1a) for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration or other prepayment penalties or premiums other than customary breakage costs) ), plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the re- spective respective Eligible Term Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.4, together with all facing fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues with respect to such letters of credit and bank guaranties; (2b) with the purchase price described in the preceding clause (i)(1)(x) payable in cash on the date of purchase against transfer to the respective Eligible Term Purchaser or Eligible Term Purchasers (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the ABL Credit Agreement, in which case the purchase price described in preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Purchaser or Eligible Term Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the ABL Obligations); provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, from the cash collateral account described in clause (a)(3) below, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Purchaser or Eligible Term Purchasers; (3c) with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal to 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ obligation to pay amounts as provided in preceding clause (i)(l)(y), it being understood and agreed that (x) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y) upon any drawing under any letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3) which exceed 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear). Furthermore, at such time as all letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear; (4d) with the purchase price described in preceding clause (i)(1)(x) accompanied by a waiver by the Term Collateral Agent (on behalf of itself and the other Term Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h); (5e) with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Collateral Agent in accordance with their respective holdings of the various ABL Obligations; and (6f) with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the ABL Collateral Agent (with the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Purchaser or Eligible Term Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h). The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse the ABL Collateral Agent (who shall pay the respective issuing bank) the amount of deficiency. (ii) . The right to exercise the purchase option described in Section 3.4(h)(i) above shall be exercisable and legally enforceable upon at least ten (10) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Term Purchaser or Eligible Term Purchasers) given to the ABL Collateral Agent by an Eligible Term Purchaser. Neither the ABL Collateral Agent nor any ABL Secured Party shall have any disclosure obligation to any Eligible Term Purchaser, the Term Collateral Agent or any Term Secured Party in connection with any exercise of such purchase option. (iii) . The right to purchase the ABL Obligations as described in this Section 3.4(h) may be exercised (by giving the irrevocable written notice described in preceding clause (ii)) during the period that (1) begins on the date occurring three Business Days after the first to occur of (x) the date of the acceleration of the final maturity of the loans under the ABL Credit Agreement, (y) the occurrence of the final maturity of the loans under the ABL Credit Agreement or (z) the occurrence of an Insolvency or Liquidation Proceeding with respect to the Company or any other Grantor which constitutes an event of default under the ABL Credit Agreement (in each case, so long as the acceleration, failure to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default has not been rescinded or cured within such 10 Business Day period, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2) ends on the 90th day after the start of the period described in clause (1) above. (iv) . The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 3.4(h) are several and not joint and several. , To the extent any ABL Secured Party breaches its obligation to sell its ABL Obligations under this Section 3.4(h) (a “Defaulting ABL Secured Party”), nothing in this Section 3.4(h) shall be deemed to require the ABL Collateral Agent or any other ABL Secured Party to purchase such Defaulting ABL Secured Party’s ABL Obligations for resale to the holders of Term Obligations and in all cases, the ABL Collateral Agent and each ABL Secured Party complying with the terms of this Section 3.4(h) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured Party; provided that nothing in this clause (iv) shall require any Eligible Term Purchaser to purchase less than all of the ABL Obligations. (v) . Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term Purchasers pursuant to this Section 3.4(h) (so long as they meet all eligibility standards contained in all relevant Term Documents, other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL Documents) for purposes of all Term Documents and hereby agrees that no further consent from such Grantor shall be required.

Option to Purchase ABL Obligations. (i) Without prejudice to At any time during the enforcement exercise period described in clause (iii) below of remedies by the ABL Collateral Agent and the ABL Secured Partiesthis Section 3.4(g), any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the Designated Term Representative or that are the holders of more than 50% twenty percent (20%) in aggregate outstanding principal amount of the Term Obligations under the Term Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term Purchaser”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term ABL Secured Parties), at any time during the exercise period described in clause (iii) below of this Section 3.4(h), all, but not less than all, of the ABL Obligations (other than the ABL Obligations of a Defaulting ABL Secured Party (as defined below)), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of purchase; provided, that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(h), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(h)(i3.4(g)(i) shall be made as follows: (1A) for (x) a The purchase price shall be equal to the sum of (A1)(I) in 100% of the case principal amount of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% ) not in excess of the principal amount thereof limit specified therefor in the definition of Maximum ABL Obligations, and all accrued and unpaid interest thereon through the date of purchase purchase, plus (without regardII) 100% of the Cash Management Obligations (not in excess of the limit specified therefor in the definition of Maximum ABL Obligations) then owing to the ABL Secured Parties in respect of Cash Management Products pursuant to the terms of the agreements relating to such Cash Management Products, howeverincluding all amounts owing to the ABL Secured Parties as a result of the termination (or early termination) thereof (in each case, to any acceleration or other prepayment penalties or premiums other than customary breakage costs) the extent of their respective interests therein as ABL Secured Parties), plus (BIII) all accrued and unpaid fees (other than prepayment premiums or similar fees), expensesexpenses (including Enforcement Expenses), indemnities Indemnity Amounts and other amounts through the date of purchase; and , plus (y2) an obligation on in the part event that the Designated Term Representative receives amounts sufficient to pay such prepayment premium or similar fee, after the payment in full in cash to the Designated Term Representative of the re- spective Term Obligations (up to the Maximum Term Obligations) and the ABL Obligations purchased by the Eligible Term Purchasers pursuant to this Section 3.4(g), any prepayment premium or similar fee payable pursuant to the ABL Documents (and the respective Eligible Term Purchasers shall be expressly obligated to pay such premium or fee in the assignment documentation described in Section 3.4(g)(i)(F)), provided that the prepayment giving rise to such premium or fee occurs within ninety (90) days after the effective date of the purchase of the ABL Obligations by the Eligible Term Purchasers. The Eligible Term Purchasers agree not to amend the provisions of the ABL Documents with respect to the payment of any prepayment premium or fee payable pursuant thereto during the ninety (90) day period after the effective date of the purchase of the ABL Obligations by the Eligible Term Purchasers. In addition to the payment of the purchase price described above, the Eligible Term Purchasers shall be obligated (which obligation shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations not in excess of the limit specified therefor in the definition of Maximum ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.4, together with all facing fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues lenders with respect to such letters of credit in each case in accordance with and bank guaranties;pursuant to clause (i)(C) below. (2B) with the The purchase price described in the preceding clause (i)(1)(xi)(A) shall be payable in cash on the date of purchase against transfer to the respective Eligible Term Purchaser or Eligible Term Purchasers (which purchase shall be allocated on a pro rata basis based on the principal amount of the Term Obligations held by such Eligible Term Purchasers) (without recourse and without any representation representation’ or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation representations and warranty warranties by each ABL Secured Party (1) that the transferor owns debt being transferred by such ABL Secured Party is free and clear of all Liens and encumbrances encumbrances, (other than participation interests not prohibited by 2) as to the amount of its portion of the ABL Credit Agreement, in which case the purchase price described in preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Purchaser or Eligible Term Purchasers do not pay amounts represented by any participation interest which remains in effect)Obligations being acquired, and (3) that such ABL Secured Party has the right to conveyassign its right, whatever claims title and interests it may have interest in respect of and to the ABL ObligationsObligations and the commitments of such ABL Secured Party under the ABL Documents); provided that the purchase price in respect of any outstanding letter of credit described in clause (i)(A) above that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, solely from the cash collateral account described in clause (a)(3i)(C) below, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Purchaser or Eligible Term Purchasers;. (3C) with such Such purchase shall be accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal (y) to 110% one hundred five percent (105%) of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties described in clause (assuming no drawings thereon before stated maturity)i)(A) above, as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ Purchaser’s obligation to pay amounts as provided in preceding clause (i)(l)(yi)(A), it being understood and agreed that (x1) at the time any facing or similar fees are owing to an issuer with respect to any such letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y2) upon any drawing under any such letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3C), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3C) which exceed 110% one hundred five percent (105%) of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing and similar fees described in clause (to the respective issuersi)(A) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity)above, shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear) and (z) one hundred percent (100%) of Cash Management Obligations not paid pursuant to clause (A)(1)(II) above, up to the Bank Product Reserve Amount (as defined in the ABL Credit Agreement as in effect on the date hereof) (such cash collateral shall be applied to the reimbursement of the Cash Management Obligations as and when such obligations become due and payable and, at such time as all of the Cash Management Obligations are paid in full in cash, the remaining cash collateral held by the ABL Agent in respect of Cash Management Obligations shall be remitted to the Designated Term Representative for the benefit of the purchasing Term Secured Parties). Furthermore, at such time as all such letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3C) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear;. The ABL Agent and the other ABL Secured Parties agree not to amend, modify, renew or extend any such letters of credit during the period during which such cash collateral is deposited as described above in this clause (C). (4D) with the The purchase price described in the preceding clause (i)(1)(xi)(A) shall be accompanied by a waiver by the Designated Term Collateral Agent Representative (on behalf of itself and the other Term Secured PartiesParties that it represents) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h3.4(g);. (5E) with all All amounts payable to the various ABL Secured Parties in respect of the assignments described above to shall be distributed to them by the ABL Collateral Agent in accordance with their respective holdings ratable shares of the various ABL Obligations; and. (6F) with such Such purchase to shall be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, to the ABL Collateral Agent (with and the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Purchaser or Eligible Term Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h3.4(g). The relevant assignment documentation shall also provide that, if for the Designated Term Representative receives amounts sufficient to pay any reason (other than prepayment premium or similar fee payable pursuant to the gross negligence or willful misconduct ABL Documents, after the payment in full in cash to the Designated Term Representative of the Term Obligations (up to the Maximum Term Obligations) and the ABL Collateral Agent (as determined Obligations purchased by a court of competent jurisdiction in a final and non-appealable judgment)the Eligible Term Purchasers pursuant to this Section 3.4(g), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse pay such prepayment premium or similar fee to the ABL Agent within three (3) Business Days after such receipt, provided that the prepayment giving rise to such premium or fee occurs within ninety (90) days after the effective date of the purchase of the ABL Obligations by the Eligible Term Purchasers. (G) Contemporaneously with the consummation of such purchase, the ABL Agent shall resign as the “Agent” under the ABL Documents and the Designated Term Representative, or such other Person as the Eligible Term Purchasers shall designate, shall be designated as the successor “Agent” under the ABL Documents. (H) All ABL Obligations in excess of the Maximum ABL Obligations, including, without limitation, any prepayment premium or other similar fee that may become due and payable under the ABL Documents, shall continue to be secured by the Collateral in accordance with the terms of the ABL Documents, and the ABL Agent (who and the other ABL Secured Parties shall pay the respective issuing bank) the amount of deficiencyretain all rights to receive payments in respect thereof. (ii) The right to Eligible Term Purchasers shall exercise the purchase option described in Section 3.4(h)(i3.4(g)(i) above shall be exercisable and legally enforceable upon at least ten by providing the ABL Agent on behalf of the ABL Secured Parties not less than five (105) Business Days’ prior written notice of their exercise (thereof, which notice, (A) once given, shall be irrevocable and fully binding on the respective Eligible Term Purchaser or Eligible Term Purchasers, and (B) given to shall specify a date of purchase not less than five (5) Business Days, nor more than ten (10) Business Days, after the date of the receipt by the ABL Collateral Agent by an Eligible Term Purchaserof such notice. Neither the ABL Collateral Agent nor any other ABL Secured Party shall have any disclosure obligation to any Eligible Term Purchaser, the Term Collateral Administrative Agent or any other Term Secured Party in connection with any exercise of such purchase option. (iii) The right to purchase the ABL Obligations as described in this Section 3.4(h3.4(g) may be exercised (by giving the irrevocable written notice described in preceding clause (ii)) at any time during the period that (1A) begins on the date occurring three Business Days after the first to occur of (x) the date of the acceleration occurrence of any of the final maturity following: (1) an Event of the loans Default has occurred and is continuing under the ABL Credit Agreement, (y) Documents and the occurrence of the final maturity of the loans revolving loan commitment under the ABL Credit Agreement or has been terminated, (z2) the occurrence maturity of an Insolvency or Liquidation Proceeding with respect any ABL Obligations has been accelerated pursuant to a written notice delivered by the Company ABL Agent to any Borrower or any other Grantor which constitutes based on an event Event of default Default under the ABL Credit Agreement Documents, (3) the ABL Agent shall have commenced, or shall have notified the Designated Term Representative that it intends to commence, the exercise of any of its rights and remedies with respect to any Collateral, or shall have commenced, or shall have notified the Designated Term Representative that it intends to commence, the exercise of any of its rights and remedies with respect to any Borrower, and/or any other Grantor to collect the ABL Obligations, all in each caseaccordance with the ABL Documents, so long as or (4) a payment Event of Default has occurred and is continuing under the acceleration, failure to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default Term Documents and has not been rescinded or cured within such 10 waived in accordance with the terms of the Term Documents and, other than with respect to payments of principal (which shall have no grace period), has continued for a period of 3 Business Day period, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, Days and (2B) ends on the 90th one hundred eightieth (180th) day after the start of the applicable period described in clause (1A) above. (iv) The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 3.4(h3.4(g) are several and not joint and several. To the extent any ABL Secured Party breaches its obligation to sell its ABL Obligations under this Section 3.4(h3.4(g) (a “Defaulting ABL Secured Party”), nothing in this Section 3.4(h3.4(g) shall be deemed to require the ABL Collateral Agent or any other ABL Secured Party to purchase such Defaulting ABL Secured Party’s ABL Obligations for resale to the holders of Term Obligations and in all cases, the ABL Collateral Agent and each other ABL Secured Party complying with the terms of this Section 3.4(h3.4(g) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured Party; provided that nothing in this clause (iv) shall require any Eligible Term Purchaser to purchase less than all of the ABL Obligations. (v) Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term Purchasers pursuant to this Section 3.4(h3.4(g) (so long as they meet all eligibility standards contained in all relevant Term Documents, other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL DocumentsTerm Documents and such assignment does not violate any applicable federal or state securities laws) for purposes of all Term Documents and hereby agrees that no further consent from such Grantor shall be required. (vi) In the absence of exigent circumstances, the ABL Agent agrees that it will use commercially reasonable efforts to give the Designated Term Representative five (5) Business Days’ prior written notice of its intention to terminate the revolving loan commitment under the ABL Documents or commence the exercise of any of its rights or remedies with respect to the ABL Priority Collateral; provided, that in the event exigent circumstances then exist, the ABL Agent agrees that it will use commercially reasonable efforts to give Designated Term Representative concurrent written notice of the termination of the revolving loan commitment or the commencement of the exercise of any of its rights or remedies with respect to the ABL Priority Collateral, but the ABL Agent shall have no liability for any failure to provide such notice. In the event that during such five (5) Business Day period, any Eligible Term Purchaser shall send to the ABL Agent the irrevocable written notice described in the preceding clause (ii), the ABL Agent shall not, absent exigent circumstances, continue or commence any foreclosure or other action to sell or otherwise realize upon the ABL Priority Collateral; provided, that the ABL Agent’s forbearance shall terminate if the purchase and sale with respect to the ABL Obligations provided for herein shall not have closed, and the ABL Agent shall not have received the purchase price described in the preceding clause (i)(A), within ten (10) Business Days after the date of the receipt by the ABL Agent of such irrevocable written notice.

Option to Purchase ABL Obligations. (i) Without prejudice to the enforcement of remedies by the ABL Collateral Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term First-Lien Obligations under the Term First-Lien Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term First-Lien Purchaser”) (provided that, in the case of this Section 5.3(b), a Person meeting all eligibility standards contained in all relevant ABL Documents shall constitute an Eligible First-Lien Purchaser irrespective of whether such Person meets the eligibility standards contained in the First-Lien Documents), in each case, shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term ABL Secured PartiesParties other than in respect of services giving rise to ABL Bank Product Obligations), at any time during the exercise period described in clause (iii) below of this Section 3.4(h5.3(b), all, but not less than all, of the ABL Obligations (other than Excess ABL Obligations (unless such Eligible First-Lien Purchaser so elects in its sole discretion) and the ABL Obligations of a Defaulting ABL Secured Party (as defined below)Party), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Priority Obligations outstanding at the time of purchase; provided, provided that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(h5.3(b), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated in accordance with their termsterminated. Any purchase pursuant to this Section 3.4(h)(i5.3(b)(i) shall be made as follows: (1) for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration or other prepayment penalties or premiums other than customary breakage costs) plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the re- spective Eligible Term Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.4, together with all facing fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues with respect to such letters of credit and bank guaranties; (2) with the purchase price described in the preceding clause (i)(1)(x) payable in cash on the date of purchase against transfer to the respective Eligible Term Purchaser or Eligible Term Purchasers (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the ABL Credit Agreement, in which case the purchase price described in preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Purchaser or Eligible Term Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the ABL Obligations); provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, from the cash collateral account described in clause (a)(3) below, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Purchaser or Eligible Term Purchasers; (3) with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal to 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ obligation to pay amounts as provided in preceding clause (i)(l)(y), it being understood and agreed that (x) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y) upon any drawing under any letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3) which exceed 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear). Furthermore, at such time as all letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear; (4) with the purchase price described in preceding clause (i)(1)(x) accompanied by a waiver by the Term Collateral Agent (on behalf of itself and the other Term Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h); (5) with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Collateral Agent in accordance with their respective holdings of the various ABL Obligations; and (6) with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the ABL Collateral Agent (with the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Purchaser or Eligible Term Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h). The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse the ABL Collateral Agent (who shall pay the respective issuing bank) the amount of deficiency. (ii) The right to exercise the purchase option described in Section 3.4(h)(i) above shall be exercisable and legally enforceable upon at least ten (10) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Term Purchaser or Eligible Term Purchasers) given to the ABL Collateral Agent by an Eligible Term Purchaser. Neither the ABL Collateral Agent nor any ABL Secured Party shall have any disclosure obligation to any Eligible Term Purchaser, the Term Collateral Agent or any Term Secured Party in connection with any exercise of such purchase option. (iii) The right to purchase the ABL Obligations as described in this Section 3.4(h) may be exercised (by giving the irrevocable written notice described in preceding clause (ii)) during the period that (1) begins on the date occurring three Business Days after the first to occur of (x) the date of the acceleration of the final maturity of the loans under the ABL Credit Agreement, (y) the occurrence of the final maturity of the loans under the ABL Credit Agreement or (z) the occurrence of an Insolvency or Liquidation Proceeding with respect to the Company or any other Grantor which constitutes an event of default under the ABL Credit Agreement (in each case, so long as the acceleration, failure to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default has not been rescinded or cured within such 10 Business Day period, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2) ends on the 90th day after the start of the period described in clause (1) above. (iv) The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 3.4(h) are several and not joint and several. To the extent any ABL Secured Party breaches its obligation to sell its ABL Obligations under this Section 3.4(h) (a “Defaulting ABL Secured Party”), nothing in this Section 3.4(h) shall be deemed to require the ABL Collateral Agent or any other ABL Secured Party to purchase such Defaulting ABL Secured Party’s ABL Obligations for resale to the holders of Term Obligations and in all cases, the ABL Collateral Agent and each ABL Secured Party complying with the terms of this Section 3.4(h) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured Party; provided that nothing in this clause (iv) shall require any Eligible Term Purchaser to purchase less than all of the ABL Obligations. (v) Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term Purchasers pursuant to this Section 3.4(h) (so long as they meet all eligibility standards contained in all relevant Term Documents, other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL Documents) for purposes of all Term Documents and hereby agrees that no further consent from such Grantor shall be required.

Option to Purchase ABL Obligations. (i) Without prejudice to At any time during the enforcement exercise period described in clause (iii) below of remedies by the ABL Collateral Agent and the ABL Secured Partiesthis Section 3.4(g), any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the Term Agent or that are the holders of more than 50% twenty percent (20%) in aggregate outstanding principal amount of the Term Obligations under the Term Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term Purchaser”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term ABL Secured Parties), at any time during the exercise period described in clause (iii) below of this Section 3.4(h), all, but not less than all, of the ABL Obligations (other than the ABL Obligations of a Defaulting ABL Secured Party (as defined below)), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of purchase; provided, that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(h), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(h)(i3.4(g)(i) shall be made as follows: (1A) for (x) a The purchase price shall be equal to the sum of (A1)(I) in 100% of the case principal amount of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% ) not in excess of the principal amount thereof limit specified therefor in the definition of Maximum ABL Obligations, and all accrued and unpaid interest thereon through the date of purchase purchase, plus (without regardII) 100% of the Cash Management Obligations (not in excess of the limit specified therefor in the definition of Maximum ABL Obligations) then owing to the ABL Secured Parties in respect of Cash Management Products pursuant to the terms of the agreements relating to such Cash Management Products, howeverincluding all amounts owing to the ABL Secured Parties as a result of the termination (or early termination) thereof (in each case, to any acceleration or other prepayment penalties or premiums other than customary breakage costs) the extent of their respective interests therein as ABL Secured Parties), plus (BIII) all accrued and unpaid fees (other than prepayment premiums or similar fees), expensesexpenses (including Enforcement Expenses), indemnities Indemnity Amounts and other amounts through the date of purchase; and , plus (y2) an obligation on in the part event that the Term Agent receives amounts sufficient to pay such prepayment premium or similar fee, after the payment in full in cash to the Term Agent of the re- spective Term Obligations (up to the Maximum Term Obligations) and the ABL Obligations purchased by the Eligible Term Purchasers pursuant to this Section 3.4(g), any prepayment premium or similar fee payable pursuant to the ABL Documents (and the respective Eligible Term Purchasers shall be expressly obligated to pay such premium or fee in the assignment documentation described in Section 3.4(g)(i)(F)), provided that the prepayment giving rise to such premium or fee occurs within ninety (90) days after the effective date of the purchase of the ABL Obligations by the Eligible Term Purchasers. The Eligible Term Purchasers agree not to amend the provisions of the ABL Documents with respect to the payment of any prepayment premium or fee payable pursuant thereto during the ninety (90) day period after the effective date of the purchase of the ABL Obligations by the Eligible Term Purchasers. In addition to the payment of the purchase price described above, the Eligible Term Purchasers shall be obligated (which obligation shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations not in excess of the limit specified therefor in the definition of Maximum ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.4, together with all facing fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues lenders with respect to such letters of credit and bank guaranties;(in each case, up to the aggregate amount of cash collateral deposited by the Eligible Term Purchasers with the ABL Agent pursuant to clause (i)(C) below). (2B) with the The purchase price described in the preceding clause (i)(1)(xi)(A) shall be payable in cash on the date of purchase against transfer to the respective Eligible Term Purchaser or Eligible Term Purchasers (which purchase shall be allocated on a pro rata basis based on the principal amount of the Term Obligations held by such Eligible Term Purchasers) (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation representations and warranty warranties by each ABL Lender (1) that the transferor owns debt being transferred by such ABL Lender is free and clear of all Liens and encumbrances encumbrances, (other than participation interests not prohibited by 2) as to the amount of its portion of the ABL Credit Agreement, in which case the purchase price described in preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Purchaser or Eligible Term Purchasers do not pay amounts represented by any participation interest which remains in effect)Obligations being acquired, and (3) that such ABL Lender has the right to conveyassign its right, whatever claims title and interests it may have interest in respect of and to the ABL ObligationsObligations and the commitments of such ABL Lender under the ABL Documents); provided that the purchase price in respect of any outstanding letter of credit described in clause (i)(A) above that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, solely from the cash collateral account described in clause (a)(3i)(C) below, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Purchaser or Eligible Term Purchasers;. (3C) with such Such purchase shall be accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal (y) to 110% one hundred five percent (105%) of the sum of the aggregate undrawn amount of all then outstanding letters of credit described in clause (i)(A) above (one hundred and bank guaranties pursuant ten percent (110%) as to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturitypayable in a currency other than United States dollars), as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ Purchaser’s obligation to pay amounts as provided in preceding clause (i)(l)(yi)(A), it being understood and agreed that (x1) at the time any facing or similar fees are owing to an issuer with respect to any such letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y2) upon any drawing under any such letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3C), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3C) which exceed 110% one hundred five percent (105%) of the sum of the aggregate undrawn amount of all then outstanding letters of credit described in clause (i)(A) above (one hundred and bank guaranties and the aggregate facing and similar fees ten percent (110%) as to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturitypayable in a currency other than United States dollars), shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear) and (z) one hundred percent (100%) of Cash Management Obligations not paid pursuant to clause (A)(1)(II) above, up to the Bank Product Reserve Amount (as defined in the ABL Credit Agreement as in effect on the date hereof) (such cash collateral shall be applied to the reimbursement of the Cash Management Obligations as and when such obligations become due and payable and, at such time as all of the Cash Management Obligations are paid in full in cash, the remaining cash collateral held by ABL Agent in respect of Cash Management Obligations shall be remitted to the Term Agent for the benefit of the purchasing Term Secured Parties). Furthermore, at such time as all such letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3C) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear;. The ABL Agent and the ABL Lenders agree not to amend, modify, renew or extend any such letters of credit during the period during which such cash collateral is deposited as described above in this clause (C). (4D) with the The purchase price described in the preceding clause (i)(1)(xi)(A) shall be accompanied by a waiver by the Term Collateral Agent (on behalf of itself and the other Term Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h3.4(g);. (5E) with all All amounts payable to the various ABL Secured Parties in respect of the assignments described above to shall be distributed to them by the ABL Collateral Agent in accordance with their respective holdings ratable shares of the various ABL Obligations; and. (6F) with such Such purchase to shall be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, to the ABL Collateral Agent (with and the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Purchaser or Eligible Term Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h3.4(g). The relevant assignment documentation shall also provide that, if for the Term Agent receives amounts sufficient to pay any reason (other than prepayment premium or similar fee payable pursuant to the gross negligence or willful misconduct ABL Documents, after the payment in full in cash to the Term Agent of the Term Obligations (up to the Maximum Term Obligations) and the ABL Collateral Agent (as determined Obligations purchased by a court of competent jurisdiction in a final and non-appealable judgment)the Eligible Term Purchasers pursuant to this Section 3.4(g), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse pay such prepayment premium or similar fee to the ABL Agent within three (3) Business Days after such receipt, provided that the prepayment giving rise to such premium or fee occurs within ninety (90) days after the effective date of the purchase of the ABL Obligations by the Eligible Term Purchasers. (G) Contemporaneously with the consummation of such purchase, the ABL Agent shall resign as the “Agent” under the ABL Documents and the Term Agent, or such other Person as the Eligible Term Purchasers shall designate, shall be designated as the successor “Agent” under the ABL Documents. (H) All ABL Obligations in excess of the Maximum ABL Obligations, including, without limitation, any prepayment premium or other similar fee that may become due and payable under the ABL Documents, shall continue to be secured by the Collateral in accordance with the terms of the ABL Documents, and the ABL Agent (who and the ABL Lenders shall pay the respective issuing bank) the amount of deficiencyretain all rights to receive payments in respect thereof. (ii) The right to Eligible Term Purchasers shall exercise the purchase option described in Section 3.4(h)(i3.4(g)(i) above shall be exercisable and legally enforceable upon at least ten by providing the ABL Agent on behalf of the ABL Lenders not less than five (105) Business Days’ prior written notice of their exercise (thereof, which notice, (A) once given, shall be irrevocable and fully binding on the respective Eligible Term Purchaser or Eligible Term Purchasers, and (B) given to shall specify a date of purchase not less than five (5) Business Days, nor more than ten (10) Business Days, after the date of the receipt by the ABL Collateral Agent by an Eligible Term Purchaserof such notice. Neither the ABL Collateral Agent nor any ABL Secured Party shall have any disclosure obligation to any Eligible Term Purchaser, the Term Collateral Agent or any other Term Secured Party in connection with any exercise of such purchase option. (iii) The right to purchase the ABL Obligations as described in this Section 3.4(h3.4(g) may be exercised (by giving the irrevocable written notice described in preceding clause (ii)) at any time during the period that (1A) begins on the date occurring three Business Days after the first to occur of (x) the date of the acceleration occurrence of any of the final maturity following: (1) an Event of the loans Default has occurred and is continuing under the ABL Credit Agreement, (y) Documents and the occurrence of the final maturity of the loans revolving loan commitment under the ABL Credit Agreement or has been terminated, (z2) the occurrence maturity of an Insolvency or Liquidation Proceeding with respect the ABL Obligations has been accelerated pursuant to a written notice delivered by the ABL Agent to the Company Parent, the Borrowers or any other Grantor which constitutes based on an event Event of default Default under the ABL Credit Agreement Documents, (3) the ABL Agent shall have commenced, or shall have notified the Term Agent that it intends to commence, the exercise of any of its rights and remedies with respect to any Collateral, or shall have commenced, or shall have notified the Term Agent that it intends to commence, the exercise of any of its rights and remedies with respect to one or more of the Parent, the Borrowers and/or any other Grantor to collect the ABL Obligations, all in each caseaccordance with the ABL Documents, so long as or (4) a payment Event of Default has occurred and is continuing under the acceleration, failure to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default Term Documents and has not been rescinded or cured within such 10 waived in accordance with the terms of the Term Documents and, other than with respect to payments of principal (which shall have no grace period), has continued for a period of 3 Business Day period, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, Days and (2B) ends on the 90th one hundred eightieth day after the start of the applicable period described in clause (1A) above. (iv) The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 3.4(h3.4(g) are several and not joint and several. To the extent any ABL Secured Party breaches its obligation to sell its ABL Obligations under this Section 3.4(h3.4(g) (a “Defaulting ABL Secured Party”), nothing in this Section 3.4(h3.4(g) shall be deemed to require the ABL Collateral Agent or any other ABL Secured Party to purchase such Defaulting ABL Secured Party’s ABL Obligations for resale to the holders of Term Obligations and in all cases, the ABL Collateral Agent and each other ABL Secured Party complying with the terms of this Section 3.4(h3.4(g) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured Party; provided that nothing in this clause (iv) shall require any Eligible Term Purchaser to purchase less than all of the ABL Obligations. (v) Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term Purchasers pursuant to this Section 3.4(h3.4(g) (so long as they meet all eligibility standards contained in all relevant Term Documents, other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL DocumentsDocuments and such assignment does not violate any applicable federal or state securities laws) for purposes of all Term Documents and hereby agrees that no further consent from such Grantor shall be required. (vi) In the absence of exigent circumstances, the ABL Agent agrees that it will use commercially reasonable efforts to give the Term Agent five (5) Business Days’ prior written notice of its intention to terminate the revolving loan commitment under the ABL Documents or commence the exercise of any of its rights or remedies with respect to the ABL Priority Collateral; provided, that in the event exigent circumstances then exist, ABL Agent agrees that it will use commercially reasonable efforts to give Term Agent concurrent written notice of the termination of the revolving loan commitment or the commencement of the exercise of any of its rights or remedies with respect to the ABL Priority Collateral, but ABL Agent shall have no liability for any failure to provide such notice. In the event that during such five (5) Business Day period, any Eligible Term Purchaser shall send to the ABL Agent the irrevocable written notice described in the preceding clause (ii), the ABL Agent shall not, absent exigent circumstances, continue or commence any foreclosure or other action to sell or otherwise realize upon the ABL Priority Collateral; provided, that the ABL Agent’s forbearance shall terminate if the purchase and sale with respect to the ABL Obligations provided for herein shall not have closed, and the ABL Agent shall not have received the purchase price described in the preceding clause (i)(A), within ten (10) Business Days after the date of the receipt by the ABL Agent of such irrevocable written notice.

Option to Purchase ABL Obligations. (i) Without prejudice to the enforcement of remedies by the ABL Collateral Agent and the ABL Secured Parties, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant ABL Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Term Obligations under the Term Credit Agreement as being entitled to exercise all default purchase options as to the Term Obligations then outstanding (an “Eligible Term Purchaser”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Term Secured Parties), at any time during the exercise period described in clause (iii) below of this Section 3.4(h), all, but not less than all, of the ABL Obligations (other than the ABL Obligations of a Defaulting ABL Secured Party (as defined below)), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of purchase; provided, that at the time of (and as a condition to) any purchase pursuant to this Section 3.4(h), all commitments pursuant to any then outstanding ABL Credit Agreement shall have terminated in accordance with their terms. Any purchase pursuant to this Section 3.4(h)(i) shall be made as follows: (1) : for (x) a purchase price equal to the sum of (A) in the case of all loans, advances or other similar extensions of credit that constitute ABL Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit), 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration or other prepayment penalties or premiums other than customary breakage costs) ), plus (B) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the re- spective respective Eligible Term Purchasers (which shall be expressly provided in the assignment documentation described below) to reimburse each issuing lender and bank guaranty issuer (or any ABL Secured Party required to pay same) for all amounts thereafter drawn with respect to any letters of credit and any bank guaranties constituting ABL Obligations which remain outstanding after the date of any purchase pursuant to this Section 3.4, together with all facing fees and other amounts which may at any future time be owing to the respective issuing lender or bank guaranty issues with respect to such letters of credit and bank guaranties; (2) ; with the purchase price described in the preceding clause (i)(1)(x) payable in cash on the date of purchase against transfer to the respective Eligible Term Purchaser or Eligible Term Purchasers (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any ABL Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any ABL Obligation or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by the ABL Credit Agreement, in which case the purchase price described in preceding clause (i)(1)(x) shall be appropriately adjusted so that the Eligible Term Purchaser or Eligible Term Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the ABL Obligations); provided that the purchase price in respect of any outstanding letter of credit that remains undrawn on the date of purchase shall be payable in cash as and when such letter of credit is drawn upon (i) first, from the cash collateral account described in clause (a)(3) below, until the amounts contained therein have been exhausted, and (ii) thereafter, directly by the respective Eligible Term Purchaser or Eligible Term Purchasers; (3) ; with such purchase accompanied by a deposit of cash collateral under the sole dominion and control of the ABL Collateral Agent or its designee in an amount equal to 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties pursuant to the ABL Documents and the aggregate facing and similar fees which will accrue thereon through the stated maturity of the letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), as security for the respective Eligible Term Purchaser’s or Eligible Term Purchasers’ obligation to pay amounts as provided in preceding clause (i)(l)(y), it being understood and agreed that (x) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the ABL Collateral Agent may apply amounts deposited with it as described above to pay same and (y) upon any drawing under any letter of credit, the ABL Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this clause (3), those amounts (if any) then on deposit with the ABL Collateral Agent as described in this clause (3) which exceed 110% of the sum of the aggregate undrawn amount of all then outstanding letters of credit and bank guaranties and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding letters of credit and bank guaranties (assuming no drawings thereon before stated maturity), shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers (as their interests appear). Furthermore, at such time as all letters of credit and bank guaranties have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as described above in this clause (3) (and not previously applied or released as provided above) shall be returned to the respective Eligible Term Purchaser or Eligible Term Purchasers, as their interests appear; (4) ; with the purchase price described in preceding clause (i)(1)(x) accompanied by a waiver by the Term Collateral Agent (on behalf of itself and the other Term Secured Parties) of all claims arising out of this Agreement and the transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 3.4(h); (5) ; with all amounts payable to the various ABL Secured Parties in respect of the assignments described above to be distributed to them by the ABL Collateral Agent in accordance with their respective holdings of the various ABL Obligations; and (6) and with such purchase to be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the ABL Collateral Agent (with the cost of such counsel to be paid by the Grantors or, if the Grantors do not make such payment, by the respective Eligible Term Purchaser or Eligible Term Purchasers, who shall have the right to obtain reimbursement of same from the Grantors); it being understood and agreed that the ABL Collateral Agent and each other ABL Secured Party shall retain all rights to indemnification as provided in the relevant ABL Documents for all periods prior to any assignment by them pursuant to the provisions of this Section 3.4(h). The relevant assignment documentation shall also provide that, if for any reason (other than the gross negligence or willful misconduct of the ABL Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), the amount of cash collateral held by the ABL Collateral Agent or its designee pursuant to preceding clause (a)(3) is at any time less than the full amounts owing with respect to any letter of credit described above (including facing and similar fees) then the respective Eligible Term Purchaser or Eligible Term Purchasers shall promptly reimburse the ABL Collateral Agent (who shall pay the respective issuing bank) the amount of deficiency. (ii) The right to exercise the purchase option described in Section 3.4(h)(i) above shall be exercisable and legally enforceable upon at least ten (10) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the respective Eligible Term Purchaser or Eligible Term Purchasers) given to the ABL Collateral Agent by an Eligible Term Purchaser. Neither the ABL Collateral Agent nor any ABL Secured Party shall have any disclosure obligation to any Eligible Term Purchaser, the Term Collateral Agent or any Term Secured Party in connection with any exercise of such purchase option. (iii) The right to purchase the ABL Obligations as described in this Section 3.4(h) may be exercised (by giving the irrevocable written notice described in preceding clause (ii)) during the period that (1) begins on the date occurring three Business Days after the first to occur of (x) the date of the acceleration of the final maturity of the loans under the ABL Credit Agreement, (y) the occurrence of the final maturity of the loans under the ABL Credit Agreement or (z) the occurrence of an Insolvency or Liquidation Proceeding with respect to the Company or any other Grantor which constitutes an event of default under the ABL Credit Agreement (in each case, so long as the acceleration, failure to pay amounts due at final maturity or such Insolvency or Liquidation Proceeding constituting an event of default has not been rescinded or cured within such 10 Business Day period, and so long as any unpaid amounts constituting ABL Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (i) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2) ends on the 90th day after the start of the period described in clause (1) above. (iv) The obligations of the ABL Secured Parties to sell their respective ABL Obligations under this Section 3.4(h) are several and not joint and several. , To the extent any ABL Secured Party breaches its obligation to sell its ABL Obligations under this Section 3.4(h) (a “Defaulting ABL Secured Party”), nothing in this Section 3.4(h) shall be deemed to require the ABL Collateral Agent or any other ABL Secured Party to purchase such Defaulting ABL Secured Party’s ABL Obligations for resale to the holders of Term Obligations and in all cases, the ABL Collateral Agent and each ABL Secured Party complying with the terms of this Section 3.4(h) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting ABL Secured Party; provided that nothing in this clause (iv) shall require any Eligible Term Purchaser to purchase less than all of the ABL Obligations. (v) Each Grantor irrevocably consents to any assignment effected to one or more Eligible Term Purchasers pursuant to this Section 3.4(h) (so long as they meet all eligibility standards contained in all relevant Term Documents, other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL Documents) for purposes of all Term Documents and hereby agrees that no further consent from such Grantor shall be required.