Purchase Option/ Purchase Obligation. So long as a Purchaser default shall not have occurred and be continuing, Purchaser has -the option to purchase the System by paying the Power Producer the Purchase price as per Schedule III to this Agreement. To exercise its purchase option, the Purchaser shall not less than Ninety (90) days prior to the proposed Purchase Date, provide written notice to the Power, Producer of Purchaser's intent to exercise .its option to purchase the System on such purchase date: In the event Purchaser confirms its intention to exercise the purchase option in writing to the Power Producer, (i) Purchaser shall pay the applicable purchase price to the Power Producer on the Purchase Date, and such payment shall be made in accordance with any written instructions delivered to Purchaser by the Power Producer for payments under the Agreement, and (ii) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of all liens and (B) assign all vendor warranties for the System to Purchaser. Upon execution of the documents and payment of the applicable purchase price in each case as described in the preceding sentence, the agreement shall terminate automatically and the Purchaser shall become the owner of the System. Upon such termination, the Power Producer shall offer' its operations and maintenance ("O&M") services to the Purchaser and the Parties may enter into an O&M agreement in this regard. The terms and conditions of the O&M agreement will be negotiated in good faith between the Parties.
Purchase Option/ Purchase Obligation. So long as a Purchaser default shall not have occurred and be continuing, Purchaser has -the option to purchase the System by paying the Power Producer the Purchase price as per Schedule III to this Agreement. To exercise its purchase option, the Purchaser shall not less than Ninety (90) days prior to the proposed Purchase Date, provide written notice to the Power, Producer of Purchaser's intent to exercise .its option to purchase the System on such purchase date: In the event Purchaser confirms its intention to exercise the purchase option in writing to the Power Producer,
Purchase Option/ Purchase Obligation. (a) Within each ten (10) Business Day period after the occurrence of each Purchase Option Event (as defined below), Last Out Lenders shall have the right upon written notice to the Administrative Agent and the First Out Lenders (a “Purchase Notice”) during such period to purchase from First Out Lenders all (but not less than all) of the right, title, and interest of First Out Lenders in and to (i) all Obligations owing to First Out Lenders under the Credit Agreement and other Credit Documents (the “Credit Agreement Purchase Obligations”) and (ii) all Obligations (as defined in the Note, the “Note Obligations”) owing to First Out Lenders in their capacity as Holders (as defined in the Note, the “Holders”) under the Note (as defined in the Capital Lease, the “Note”) and other Basic Documents (as defined in the Note, the “Basic Documents”) under the Note (the “Note Purchase Obligations”, and together with the Credit Agreement Purchase Obligations, the “Purchase Obligations”). Within three (3) Business Days after the occurrence of each Purchase Option Event, each Last Out Lender will notify the Administrative Agent in writing if such Last Out Lender is exercising its right to so purchase the Purchase Obligations (each such Last Out Lender, a “Purchaser”). Each Purchaser will participate on a Pro Rata Basis under this Section 8(a). For purposes of this Section 8 and Section 9, Pro Rata Basis shall mean, with respect to all purchases hereunder, relating to a Last Out Lender, the percentage obtained by dividing the Tranche A Term Loan Exposure plus the Tranche B Term Loan Exposure of the Purchaser by the aggregate Tranche A Term Loan Exposure and Tranche B Term Loan Exposure of all Purchasers. The Purchase Notice, if given, shall be irrevocable and each First Out Lender that receives a Purchase Notice shall be deemed to be a “Seller” hereunder. Failure to provide a Purchase Notice for any Purchase Option Event shall not affect the Last Out Lenders’ right hereunder upon the occurrence of any subsequent Purchase Option Event.
