Common use of Option to Purchase Senior Debt Clause in Contracts

Option to Purchase Senior Debt. If (a) the Senior Debt has been accelerated or otherwise becomes due and payable, (b) any payment Event of Default under Section 9.1(a) of the Senior Credit Agreement has occurred and has been continuing for a period of more than fifteen (15) days, or (c) any Event of Default under Sections 9.1(e) or 9.1(f) has occurred (each of the foregoing, a “Purchase Option Event”), upon fifteen (15) Business Days’ prior written notice to Agent (an “Exercise Notice”), Subordinated Lenders (acting severally or jointly) shall have the right to purchase, in whole but not in part, the Senior Debt for a price equal to, without duplication, the sum of: (i) the outstanding principal balance thereof, together with all accrued interest and other amounts due thereon (exclusive of any late charges, default interest, exit fees, advances and post-petition interest), including all costs and expenses (including reasonable legal fees and expenses) incurred by Senior Lenders in accordance with the Senior Debt Documents; (ii) any unreimbursed obligations and, without duplication, the Outstanding Amount of L/C Obligations (which shall be satisfied by providing cash collateralization of such reimbursement obligations and Outstanding Amount of L/C Obligations in an amount equal to 103% thereof); (iii) cash collateral to secure any unreimbursed obligations in respect of Bank Product Obligations (which shall include any such Bank Product Obligations that are not yet liquidated and/or are contingent in amount) owing to such Senior Lenders who are, or whose Affiliates are, Bank Product Providers; it being agreed by the parties hereto that such Senior Lenders shall (A) as applicable, (x) be entitled to apply such cash collateral to reimburse themselves or their Affiliates for any Bank Product Obligations or other amounts owing related thereto or (y) at the option of such Senior Lender, terminate the applicable agreements related thereto and make all payments pursuant thereto and (B) promptly return any unapplied portion of such cash collateral to such Subordinated Lender (or its agent) at such time as all obligations with respect to such Bank Products have been Paid in Full; and (iv) an amount, not otherwise assumed and/or indemnified by Subordinated Lenders, that Agent, in its reasonable business judgment, determines is sufficient to cover any contingent indemnification or expense reimbursement obligation of the Company or any other Loan Party under Section 11.1 of the Credit Agreement for which claims against Agent or any Senior Lender have been asserted in writing, the payment of which amount shall be furnished as cash collateral and the unused portion thereof shall be returned to such Subordinated Lender(s) upon the settlement or other resolutions of such claims (collectively, the “Loan Purchase Price”). Concurrently with payment to Senior Lenders of the Loan Purchase Price, Senior Lenders shall deliver or cause to be delivered to Subordinated Lenders all Senior Debt Documents held by or on behalf of Senior Lenders and will execute in favor of Subordinated Lenders or its designee assignment documentation, in form and substance reasonably acceptable to Subordinated Lenders, sufficient to assign the Senior Debt and all rights of Senior Lenders under the Senior Debt Documents (without recourse, representations or warranties, except for representations as to the outstanding balance of the Senior Debt and that the Senior Debt Documents and Senior Debt are free and clear of all claims, liens, security interests and encumbrances and that Senior Lenders have delivered all notices of default and other documents executed or delivered in connection with Senior Lenders’ expenses and notices its intention to exercise any legal remedies). The right of Subordinated Lenders to purchase the Senior Debt shall automatically terminate upon the earlier to occur of (1) a transfer of the Collateral by foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure or bxxx of sale, (2) the payment in full of the Subordinated Debt under the Subordinated Debt Documents and (3) the Payment in Full of the Senior Debt. Agent shall be entitled to conclusively rely on any Exercise Notice for purposes of determining whether a Purchase Option Event has occurred and is continuing and shall not be liable to any Person (including the Parent, the Company or any other Loan Party, any other Subordinated Lender or any of their respective subsidiaries, Affiliates or equity holders) in connection with any such reliance.

Option to Purchase Senior Debt. If (a) Without prejudice to the enforcement of remedies by the Senior Creditors, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant Senior Debt has been accelerated Documents) at any time or otherwise becomes due and payable, (b) any payment Event of Default under Section 9.1(a) of from time to time designated by the Senior Credit Agreement has occurred and has been continuing for a period holders of more than fifteen (15) days, or (c) any Event of Default under Sections 9.1(e) or 9.1(f) has occurred (each 50% in aggregate outstanding principal amount of the foregoing, a “Purchase Option Event”), upon fifteen (15) Business Days’ prior written notice Subordinated Obligations as being entitled to Agent exercise all default purchase options as to the Subordinated Obligations then outstanding (an “Exercise NoticeEligible Purchaser”), Subordinated Lenders (acting severally or jointly) shall have the right to purchasepurchase by way of assignment (and shall thereby also assume all commitments and duties of the Senior Creditors), at any time during the exercise period described in whole clause (c) below of this Section 5.13, all, but not in partless than all, of the Senior Debt for Obligations (other than the Senior Obligations of a price equal to, without duplication, the sum of: (i) the outstanding principal balance thereof, together with all accrued interest and other amounts due thereon (exclusive of any late charges, default interest, exit fees, advances and post-petition interestDefaulting Creditor), including all costs principal of and expenses accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all Senior Obligations outstanding at the time of purchase; provided that at the time of (including reasonable legal fees and expensesas a condition to) incurred by any purchase pursuant to this Section 5.13, all commitments pursuant to any then outstanding Senior Lenders Credit Agreement shall have terminated and all Hedging Agreements constituting Senior Debt Documents shall also have been terminated in accordance with the Senior Debt Documents;their terms. Any purchase pursuant to this Section 5.13(a) shall be made as follows: (ii1) any unreimbursed obligations andfor (x) a purchase price equal to the sum of (A) in the case of all loans, without duplicationadvances or other similar extensions of credit that constitute Senior Obligations, the Outstanding Amount greater of L/C Obligations (I) 100% and (II) the then current market-based price, of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration prepayment penalties or premiums other than customary breakage costs), (B) in the case of any Hedging Agreement, the aggregate amount then owing to each Other Creditor thereunder pursuant to the terms of the respective Hedging Agreement, including without limitation all amounts owing to such Other Creditor as a result of the termination (or early termination) thereof plus (C) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the respective Eligible Purchasers (which shall be satisfied expressly provided in the assignment documentation described below) to pay over to the Senior Creditors any amounts recovered by providing cash collateralization such Eligible Purchasers on account of such reimbursement obligations and Outstanding Amount of L/C Obligations in an amount equal any acceleration prepayment premiums or penalties with respect to 103% thereof)the Senior Obligations; (iii2) with the purchase price described in preceding clause (a)(1)(x) payable in cash collateral on the date of purchase against transfer to secure any unreimbursed obligations in respect of Bank Product Obligations (which shall include any such Bank Product Obligations that are not yet liquidated and/or are contingent in amount) owing to such Senior Lenders who are, the respective Eligible Purchaser or whose Affiliates are, Bank Product Providers; it being agreed by the parties hereto that such Senior Lenders shall (A) as applicable, (x) be entitled to apply such cash collateral to reimburse themselves or their Affiliates for any Bank Product Obligations or other amounts owing related thereto or (y) at the option of such Senior Lender, terminate the applicable agreements related thereto and make all payments pursuant thereto and (B) promptly return any unapplied portion of such cash collateral to such Subordinated Lender (or its agent) at such time as all obligations with respect to such Bank Products have been Paid in Full; and (iv) an amount, not otherwise assumed and/or indemnified by Subordinated Lenders, that Agent, in its reasonable business judgment, determines is sufficient to cover any contingent indemnification or expense reimbursement obligation of the Company or any other Loan Party under Section 11.1 of the Credit Agreement for which claims against Agent or any Senior Lender have been asserted in writing, the payment of which amount shall be furnished as cash collateral and the unused portion thereof shall be returned to such Subordinated Lender(s) upon the settlement or other resolutions of such claims (collectively, the “Loan Purchase Price”). Concurrently with payment to Senior Lenders of the Loan Purchase Price, Senior Lenders shall deliver or cause to be delivered to Subordinated Lenders all Senior Debt Documents held by or on behalf of Senior Lenders and will execute in favor of Subordinated Lenders or its designee assignment documentation, in form and substance reasonably acceptable to Subordinated Lenders, sufficient to assign the Senior Debt and all rights of Senior Lenders under the Senior Debt Documents Eligible Purchasers (without recourserecourse and without any representation or warranty whatsoever, representations or warranties, except for representations whether as to the outstanding balance enforceability of any Senior Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any Senior Debt Obligation or as to any other matter whatsoever, except the representation and warranty that the Senior Debt Documents and Senior Debt are transferor owns free and clear of all claims, liens, security interests Liens and encumbrances and that Senior Lenders have delivered all notices of default and (other documents executed or delivered in connection with Senior Lenders’ expenses and notices its intention to exercise any legal remedies). The right of Subordinated Lenders to purchase than participation interests not prohibited by the Senior Debt Credit Agreement, in which case the purchase price described in preceding clause (a)(1)(x) shall automatically terminate upon be appropriately adjusted so that the earlier Eligible Purchaser or Eligible Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to occur of (1) a transfer convey, whatever claims and interests it may have in respect of the Collateral Senior Obligations); (3) with the purchase price described in preceding clause (a)(1)(x) accompanied by foreclosure sale, sale a waiver by power of sale or delivery of a deed in lieu of foreclosure or bxxx of sale, the Trustee (2) acting at the payment in full written direction of the Subordinated Debt under Creditor) of all claims arising out of this Agreement and the Subordinated Debt Documents and (3) transactions contemplated hereby as a result of exercising the Payment in Full of the Senior Debt. Agent shall be entitled to conclusively rely on any Exercise Notice for purposes of determining whether a Purchase Option Event has occurred and is continuing and shall not be liable to any Person (including the Parent, the Company or any other Loan Party, any other Subordinated Lender or any of their respective subsidiaries, Affiliates or equity holders) in connection with any such reliance.purchase option contemplated by this Section 5.13;

Option to Purchase Senior Debt. If (a) Notwithstanding anything to the Senior Debt has been accelerated or otherwise becomes due contrary contained herein, upon the occurrence and payable, (b) any payment during the continuance of an Event of Default under Section 9.1(a) of the Senior Credit Agreement has occurred and has been continuing for Loan Documents, Senior Creditor shall, unless (I) exigent circumstances (such as but not limited to an imminent Insolvency Event filing by a period of more than fifteen (15Loan Party, any risk to the Collateral or a Material Adverse Effect) days, exist or (cII) any the Event of Default under Sections 9.1(ethe Senior Loan Documents leads to automatic acceleration, provide Subordinated Creditor with three (3) business days’ prior written notice of the intention of Senior Creditor to accelerate the date for payment of the Senior Debt Obligations or 9.1(f) to commence any Collateral Enforcement Action or to deliver a request to release Collateral pursuant to this Agreement (an “Acceleration Notice”). At any time on or after the date that any one or more of the following events has occurred and is continuing: (i) the Senior Creditor shall have delivered to the Subordinated Creditor an Acceleration Notice, (ii) any of the Subordinated Debt Obligations shall not have been paid in full when due and owing, or (iii) a proceeding due to an Insolvency Event shall be commenced by or against the Company or any Loan Party (each of the foregoing, a “Purchase Option Triggering Event”), Subordinated Creditor and Subordinated Lenders shall have the option at any time upon fifteen five (155) Business Daysbusiness days’ prior written notice to Agent Senior Creditor to purchase all (an and only all) of the Senior Debt Obligations from the Senior Lenders upon the terms of this Section 26. Such notice from Subordinated Creditor or any Subordinated Lender (each a “Exercise NoticePurchasing Creditor” and, collectively, the “Purchasing Creditors”) to Senior Creditor shall be irrevocable. (b) On the date specified by the Purchasing Creditors in such notice (which shall not be less than five (5) business days, nor more than ten (10) Business Days, after the receipt by Senior Creditor of the notice from the Purchasing Creditors of their election to exercise such option), the Senior Lenders shall sell to the Purchasing Creditors, and the Purchasing Creditors shall purchase from the Senior Lenders, the entire Senior Debt Obligations. (c) Upon the date of such purchase and sale, the Purchasing Creditors shall pay to the Senior Lenders as the purchase price therefor the full amount (without any deduction, withholding or netting) of all the Senior Debt Obligations then outstanding and unpaid (including principal, interest, fees and expenses, including any final fees or prepayment fees or premiums, end of term charges, reasonable attorneys’ fees and legal expenses). Such purchase price shall be remitted by wire transfer in immediately available funds and in U.S. Dollars, to such bank account of Senior Creditor, for the benefit of the Senior Lenders, as Senior Creditor may designate in writing to Subordinated Creditor and the Purchasing Creditors for such purpose. All relevant amounts shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Purchasing Creditors to the bank account designated by Senior Creditor are received in such bank account prior to 2:00 p.m., New York City time, and all relevant amounts shall be calculated to and including such Business Day if the amounts so paid by the Purchasing Creditors to the bank account designated by Senior Creditor are received in such bank account later than 2:00 p.m., New York City time. (d) Such purchase shall be expressly made without representation or warranty of any kind by the Senior Lenders as to the Senior Debt Obligations or otherwise and without recourse to the Senior Lenders, except that the Senior Lenders shall represent and warrant: (acting severally i) the amount of the Senior Debt Obligations being purchased, (ii) that the Senior Lenders own the Senior Debt Obligations free and clear of any liens or jointlyencumbrances created by them but without regard to ultimate enforceability and (iii) shall the Senior Lenders have the right to purchaseassign the Senior Loan Obligations pursuant to the terms of the Senior Loan Agreement. The Loan Parties hereby consent and agree, notwithstanding anything to the contrary in whole but any Senior Loan Document or Subordinated Loan Document, to any sale or assignment made under this Section 26. (e) In the event that Subordinated Creditor or any Subordinated Lender shall send to Senior Creditor the irrevocable notice of Subordinated Creditor’s and/or any Subordinated Lender’s intention to exercise the purchase option pursuant to Section 26(a), Senior Creditor shall not in part, accelerate the date for payment of the Senior Debt for Obligations or otherwise take any Collateral Enforcement Action or deliver a price equal torequest to release Collateral pursuant to this Agreement; provided, without duplication, the sum of: that Senior Creditor’s agreement to forbear pursuant to this Section 26(e) shall terminate if (i) the outstanding principal balance thereof, together purchase and sale with all accrued interest and other amounts due thereon (exclusive of any late charges, default interest, exit fees, advances and post-petition interest), including all costs and expenses (including reasonable legal fees and expenses) incurred by Senior Lenders in accordance with respect to the Senior Debt Documents; (iiObligations provided for in this Section 26 shall not have closed within the period set forth in Section 26(b) any unreimbursed obligations and, without duplication, the Outstanding Amount of L/C Obligations (which shall be satisfied by providing cash collateralization of such reimbursement obligations and Outstanding Amount of L/C Obligations in an amount equal to 103% thereof); (iii) cash collateral to secure any unreimbursed obligations in respect of Bank Product Obligations (which shall include any such Bank Product Obligations that are not yet liquidated and/or are contingent in amount) owing to such Senior Lenders who are, or whose Affiliates are, Bank Product Providers; it being agreed by the parties hereto that such Senior Lenders shall (A) as applicable, (x) be entitled to apply such cash collateral to reimburse themselves or their Affiliates for any Bank Product Obligations or other amounts owing related thereto or (y) at the option of such Senior Lender, terminate the applicable agreements related thereto and make all payments pursuant thereto and (B) promptly return any unapplied portion of such cash collateral to such Subordinated Lender (or its agent) at such time as all obligations with respect to such Bank Products have been Paid in Full; and (iv) an amount, not otherwise assumed and/or indemnified by Subordinated Lenders, that Agent, in its reasonable business judgment, determines is sufficient to cover any contingent indemnification or expense reimbursement obligation of the Company or any other Loan Party under Section 11.1 of the Credit Agreement for which claims against Agent or any Senior Lender have been asserted in writing, the payment of which amount shall be furnished as cash collateral and the unused portion thereof shall be returned to such Subordinated Lender(s) upon the settlement or other resolutions of such claims (collectively, the “Loan Purchase Price”). Concurrently with payment to Senior Lenders of the Loan Purchase Price, Senior Lenders shall deliver or cause to be delivered to Subordinated Lenders all Senior Debt Documents held by or on behalf of Senior Lenders and will execute in favor of Subordinated Lenders or its designee assignment documentation, in form and substance reasonably acceptable to Subordinated Lenders, sufficient to assign the Senior Debt and all rights of Senior Lenders under the Senior Debt Documents (without recourse, representations or warranties, except for representations as to the outstanding balance of the Senior Debt and that the Senior Debt Documents and Senior Debt are free and clear of all claims, liens, security interests and encumbrances and that Senior Lenders Creditor shall not have delivered all notices of default and other documents executed or delivered in connection with Senior Lenders’ expenses and notices its intention to exercise any legal remedies). The right of Subordinated Lenders to purchase the Senior Debt shall automatically terminate upon the earlier to occur of (1) a transfer of the Collateral by foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure or bxxx of sale, (2) the received payment in full of the Subordinated Debt purchase price as provided for in Section 26(b) within such period or (ii) an event that does not require prior written notice of acceleration under Section 26(a) exists. (f) In connection with such purchase, Senior Creditor shall deliver to the Subordinated Debt Documents and (3) the Payment in Full Purchasing Creditors original counterparts of all of the Senior Debt. Agent shall be entitled to conclusively rely on any Exercise Notice for purposes of determining whether a Purchase Option Event has occurred Creditor Agreement, the other Senior Loan Documents and is continuing related documentation in its possession, together with all original title policies and other instruments, documents and agreements which are related thereto which are reasonably requested by the Purchasing Creditors, and shall not be liable direct each Senior Lender to deliver its original promissory note or notes, if any, as directed by the Purchasing Creditors. (g) The obligations of Senior Creditor and any Person (including the Parent, the Company Senior Lender under this Section 26 are subject to Subordinated Creditor or any other Loan Party, any other Subordinated Lender providing Senior Creditor or any of their respective subsidiariesSenior Lender evidence reasonably requested by such party that Subordinated Creditor and any Subordinated Lender are compliant with applicable laws and regulations and that any purchase, Affiliates sale or equity holders) in connection with assignment under this Section 26 does not violate any such relianceapplicable purchase, sale or assignment under this Section 26.

Option to Purchase Senior Debt. If (a) Without prejudice to the enforcement of remedies by the Senior Creditors, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant Senior Debt has been accelerated Documents) at any time or otherwise becomes due and payable, (b) any payment Event of Default under Section 9.1(a) of from time to time designated by the Senior Credit Agreement has occurred and has been continuing for a period holders of more than fifteen (15) days, or (c) any Event of Default under Sections 9.1(e) or 9.1(f) has occurred (each 50% in aggregate outstanding principal amount of the foregoing, a “Purchase Option Event”), upon fifteen (15) Business Days’ prior written notice Subordinated Obligations as being entitled to Agent exercise all default purchase options as to the Subordinated Obligations then outstanding (an “Exercise NoticeEligible Purchaser”), Subordinated Lenders (acting severally or jointly) shall have the right to purchasepurchase by way of assignment (and shall thereby also Table of Contents assume all commitments and duties of the Senior Creditors), at any time during the exercise period described in whole clause (c) below of this Section 5.13, all, but not in partless than all, of the Senior Debt for Obligations (other than the Senior Obligations of a price equal to, without duplication, the sum of: (i) the outstanding principal balance thereof, together with all accrued interest and other amounts due thereon (exclusive of any late charges, default interest, exit fees, advances and post-petition interestDefaulting Creditor), including all costs principal of and expenses accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all Senior Obligations outstanding at the time of purchase; provided that at the time of (including reasonable legal fees and expensesas a condition to) incurred by any purchase pursuant to this Section 5.13, all commitments pursuant to any then outstanding Senior Lenders Credit Agreement shall have terminated and all Hedging Agreements constituting Senior Debt Documents shall also have been terminated in accordance with the Senior Debt Documents;their terms. Any purchase pursuant to this Section 5.13(a) shall be made as follows: (ii1) any unreimbursed obligations andfor (x) a purchase price equal to the sum of (A) in the case of all loans, without duplicationadvances or other similar extensions of credit that constitute Senior Obligations, the Outstanding Amount greater of L/C Obligations (I) 100% and (II) the then current market-based price, of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration prepayment penalties or premiums other than customary breakage costs), (B) in the case of any Hedging Agreement, the aggregate amount then owing to each Other Creditor thereunder pursuant to the terms of the respective Hedging Agreement, including without limitation all amounts owing to such Other Creditor as a result of the termination (or early termination) thereof plus (C) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the respective Eligible Purchasers (which shall be satisfied expressly provided in the assignment documentation described below) to pay over to the Senior Creditors any amounts recovered by providing cash collateralization such Eligible Purchasers on account of such reimbursement obligations and Outstanding Amount of L/C Obligations in an amount equal any acceleration prepayment premiums or penalties with respect to 103% thereof)the Senior Obligations; (iii2) with the purchase price described in preceding clause (a)(1)(x) payable in cash collateral on the date of purchase against transfer to secure any unreimbursed obligations in respect of Bank Product Obligations (which shall include any such Bank Product Obligations that are not yet liquidated and/or are contingent in amount) owing to such Senior Lenders who are, the respective Eligible Purchaser or whose Affiliates are, Bank Product Providers; it being agreed by the parties hereto that such Senior Lenders shall (A) as applicable, (x) be entitled to apply such cash collateral to reimburse themselves or their Affiliates for any Bank Product Obligations or other amounts owing related thereto or (y) at the option of such Senior Lender, terminate the applicable agreements related thereto and make all payments pursuant thereto and (B) promptly return any unapplied portion of such cash collateral to such Subordinated Lender (or its agent) at such time as all obligations with respect to such Bank Products have been Paid in Full; and (iv) an amount, not otherwise assumed and/or indemnified by Subordinated Lenders, that Agent, in its reasonable business judgment, determines is sufficient to cover any contingent indemnification or expense reimbursement obligation of the Company or any other Loan Party under Section 11.1 of the Credit Agreement for which claims against Agent or any Senior Lender have been asserted in writing, the payment of which amount shall be furnished as cash collateral and the unused portion thereof shall be returned to such Subordinated Lender(s) upon the settlement or other resolutions of such claims (collectively, the “Loan Purchase Price”). Concurrently with payment to Senior Lenders of the Loan Purchase Price, Senior Lenders shall deliver or cause to be delivered to Subordinated Lenders all Senior Debt Documents held by or on behalf of Senior Lenders and will execute in favor of Subordinated Lenders or its designee assignment documentation, in form and substance reasonably acceptable to Subordinated Lenders, sufficient to assign the Senior Debt and all rights of Senior Lenders under the Senior Debt Documents Eligible Purchasers (without recourserecourse and without any representation or warranty whatsoever, representations or warranties, except for representations whether as to the outstanding balance enforceability of any Senior Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any Senior Debt Obligation or as to any other matter whatsoever, except the representation and warranty that the Senior Debt Documents and Senior Debt are transferor owns free and clear of all claims, liens, security interests Liens and encumbrances and that Senior Lenders have delivered all notices of default and (other documents executed or delivered in connection with Senior Lenders’ expenses and notices its intention to exercise any legal remedies). The right of Subordinated Lenders to purchase than participation interests not prohibited by the Senior Debt Credit Agreement, in which case the purchase price described in preceding clause (a)(1)(x) shall automatically terminate upon be appropriately adjusted so that the earlier Eligible Purchaser or Eligible Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to occur of (1) a transfer convey, whatever claims and interests it may have in respect of the Collateral Senior Obligations); (3) with the purchase price described in preceding clause (a)(1)(x) accompanied by foreclosure sale, sale a waiver by power of sale or delivery of a deed in lieu of foreclosure or bxxx of sale, the Trustee (2) acting at the payment in full written direction of the Subordinated Debt under Creditor) of all claims arising out of this Agreement and the Subordinated Debt Documents and transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 5.13; Table of Contents (35) with all amounts payable to the Payment various Senior Creditors in Full respect of the assignments described above to be distributed to them by the Senior Debt. Agent shall be entitled to conclusively rely on any Exercise Notice for purposes of determining whether a Purchase Option Event has occurred and is continuing and shall not be liable to any Person (including the Parent, the Company or any other Loan Party, any other Subordinated Lender or any of in accordance with their respective subsidiaries, Affiliates or equity holders) in connection with any such reliance.holdings of the various Senior Obligations; and

Option to Purchase Senior Debt. If (a) Without prejudice to the enforcement of remedies by the Senior Creditors, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant Senior Debt has been accelerated Documents) at any time or otherwise becomes due and payable, (b) any payment Event of Default under Section 9.1(a) of from time to time designated by the Senior Credit Agreement has occurred and has been continuing for a period holders of more than fifteen (15) days, or (c) any Event of Default under Sections 9.1(e) or 9.1(f) has occurred (each 50% in aggregate outstanding principal amount of the foregoing, a “Purchase Option Event”), upon fifteen (15) Business Days’ prior written notice Subordinated Obligations as being entitled to Agent exercise all default purchase options as to the Subordinated Obligations then outstanding (an “Exercise NoticeEligible Purchaser”), Subordinated Lenders (acting severally or jointly) shall have the right to purchasepurchase by way of assignment (and shall thereby also assume all commitments and duties of the Senior Creditors), at any time during the exercise period described in whole clause (c) below of this Section 5.13, all, but not in partless than all, of the Senior Debt for Obligations (other than the Senior Obligations of a price equal to, without duplication, the sum of: (i) the outstanding principal balance thereof, together with all accrued interest and other amounts due thereon (exclusive of any late charges, default interest, exit fees, advances and post-petition interestDefaulting Creditor), including all costs principal of and expenses accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all Senior Obligations outstanding at the time of purchase; provided that at the time of (including reasonable legal fees and expensesas a condition to) incurred by any purchase pursuant to this Section 5.13, all commitments pursuant to any then outstanding Senior Lenders Credit Agreement shall have terminated and all Hedging Agreements constituting Senior Debt Documents shall also have been terminated in accordance with the Senior Debt Documents;their terms. Any purchase pursuant to this Section 5.13(a) shall be made as follows: (ii1) any unreimbursed obligations andfor (x) a purchase price equal to the sum of (A) in the case of all loans, without duplicationadvances or other similar extensions of credit that constitute Senior Obligations, the Outstanding Amount greater of L/C Obligations (I) 100% and (II) the then current market-based price, of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase (without regard, however, to any acceleration prepayment penalties or premiums other than customary breakage costs), (B) in the case of any Hedging Agreement, the aggregate amount then owing to each Other Creditor thereunder pursuant to the terms of the respective Hedging Agreement, including without limitation all amounts owing to such Other Creditor as a result of the termination (or early termination) thereof plus (C) all accrued and unpaid fees, expenses, indemnities and other amounts through the date of purchase; and (y) an obligation on the part of the respective Eligible Purchasers (which shall be satisfied expressly provided in the assignment documentation described below) to pay over to the Senior Creditors any amounts recovered by providing cash collateralization such Eligible Purchasers on account of such reimbursement obligations and Outstanding Amount of L/C Obligations in an amount equal any acceleration prepayment premiums or penalties with respect to 103% thereof)the Senior Obligations; (iii2) with the purchase price described in preceding clause (a)(1)(x) payable in cash collateral on the date of purchase against transfer to secure any unreimbursed obligations in respect of Bank Product Obligations (which shall include any such Bank Product Obligations that are not yet liquidated and/or are contingent in amount) owing to such Senior Lenders who are, the respective Eligible Purchaser or whose Affiliates are, Bank Product Providers; it being agreed by the parties hereto that such Senior Lenders shall (A) as applicable, (x) be entitled to apply such cash collateral to reimburse themselves or their Affiliates for any Bank Product Obligations or other amounts owing related thereto or (y) at the option of such Senior Lender, terminate the applicable agreements related thereto and make all payments pursuant thereto and (B) promptly return any unapplied portion of such cash collateral to such Subordinated Lender (or its agent) at such time as all obligations with respect to such Bank Products have been Paid in Full; and (iv) an amount, not otherwise assumed and/or indemnified by Subordinated Lenders, that Agent, in its reasonable business judgment, determines is sufficient to cover any contingent indemnification or expense reimbursement obligation of the Company or any other Loan Party under Section 11.1 of the Credit Agreement for which claims against Agent or any Senior Lender have been asserted in writing, the payment of which amount shall be furnished as cash collateral and the unused portion thereof shall be returned to such Subordinated Lender(s) upon the settlement or other resolutions of such claims (collectively, the “Loan Purchase Price”). Concurrently with payment to Senior Lenders of the Loan Purchase Price, Senior Lenders shall deliver or cause to be delivered to Subordinated Lenders all Senior Debt Documents held by or on behalf of Senior Lenders and will execute in favor of Subordinated Lenders or its designee assignment documentation, in form and substance reasonably acceptable to Subordinated Lenders, sufficient to assign the Senior Debt and all rights of Senior Lenders under the Senior Debt Documents Eligible Purchasers (without recourserecourse and without any representation or warranty whatsoever, representations or warranties, except for representations whether as to the outstanding balance enforceability of any Senior Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any Senior Debt Obligation or as to any other matter whatsoever, except the representation and warranty that the Senior Debt Documents and Senior Debt are transferor owns free and clear of all claims, liens, security interests Liens and encumbrances and that Senior Lenders have delivered all notices of default and (other documents executed or delivered in connection with Senior Lenders’ expenses and notices its intention to exercise any legal remedies). The right of Subordinated Lenders to purchase than participation interests not prohibited by the Senior Debt Credit Agreement, in which case the purchase price described in preceding clause (a)(1)(x) shall automatically terminate upon be appropriately adjusted so that the earlier Eligible Purchaser or Eligible Purchasers do not pay amounts represented by any participation interest which remains in effect), and has the right to occur of (1) a transfer convey, whatever claims and interests it may have in respect of the Collateral Senior Obligations); (3) with the purchase price described in preceding clause (a)(1)(x) accompanied by foreclosure sale, sale a waiver by power of sale or delivery of a deed in lieu of foreclosure or bxxx of sale, the Trustee (2) acting at the payment in full written direction of the Subordinated Debt under Creditor) of all claims arising out of this Agreement and the Subordinated Debt Documents and transactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 5.13; (35) with all amounts payable to the Payment various Senior Creditors in Full respect of the assignments described above to be distributed to them by the Senior Debt. Agent shall be entitled to conclusively rely on any Exercise Notice for purposes of determining whether a Purchase Option Event has occurred and is continuing and shall not be liable to any Person (including the Parent, the Company or any other Loan Party, any other Subordinated Lender or any of in accordance with their respective subsidiaries, Affiliates or equity holders) in connection with any such reliance.holdings of the various Senior Obligations; and